The Marvellous Spider-man
by aspiringactor
Summary: Boy meets girl. Boy happens to be the Amazing Spider-man. Girl Happens to be Ms Marvel. Boy is wanted for murder. Girl is supposed to arrest him on sight.They fall in love. What could possibly go wrong? Spiderman/Ms Marvel
1. 1: Marvellous encounter

_**Marvellous Spider-man:**_

_Man being me sucks,_ Peter thought as he swung through the city. _My day consists of me getting up, going to work. Getting yelled at by a lunatic. Leaving work. Dressing up in a skintight uniform and chasing bad guys. Then getting yelled at by the same lunatic._ He outstretched his arm and fired a strand of webbing from his wrist-mounted web-shooter. His spider-sense guided his aim perfectly, snagging on an overhanging gargoyle. _And just when things start looking up for me, they get even worse! I save the city from a crazy scientist, I get named public enemy number one! I stop muggings and the police report me to the Avengers! Now I've got to deal with Captain America and Iron Man hunting me down!_

He continued his inner monologue as he spotted a mugging in progress. He quickly diverted his path, swinging towards the muggers with all speed. With a single kick, he knocked two of them over like bowling pins.

"_Strike!" _he shouted as he preformed a mid-air flip, landing between the muggers and their intended victim.

"Aw shit, it's the spider!" one man stuttered as he reached for his pocket and pulled out a combat knife.

"Wow, fella's" Peter said mockingly, "let's not get to hasty here. We're all friends right? Well, maybe not with the guy you where painting black and blue while robbing him blind, but you get me drift?" he finished as a smile formed under his mask.

"Oh my god!" the second man shouted, as he waved his arms in the air "do you ever shut up! Daredevil doesn't talk this much! He just beats people!"

"Yeah well, DD's kinda depressing that way," Peter replied as he crossed his arms, daring the two muggers to act out violently. "But since I've had a crappy day, I'll make you a deal. Give the poor man his money back and I'll punch you each once. Try and run and I'll punch you each once where the sun don't shine."

"All three of you are under arrest," A powerful female voice called out as a shadow descended from the sky.

"Aw crap," Peter muttered as he recognized the familiar, almost iconic outfit worn by Ms Marvel, also known as Carol Danvers. The black and yellow leather pattern had inspired several new lines of clothing for younger women mere days after she showed up on the superhero radar. The complete opposite of what happened to him, he actually ended up on a few celebrity 'worst-dressed' lists._ Of course, her history as a model probably doesn't hurt. And the fact that she can castrate men with a single punch to the he-haw. _ "All three of us? I'm just an upstanding citizen trying to abide by the laws of this great country, mam." He finished with a salute, hoping it wouldn't offend her military side in any way.

"As an unregistered vigilante alone you would warrant a questioning. Your case however, is much different, given your hand in Police Captain Stacey's death, Spider-man." Ms Marvel said as she loomed closer while remaining in the air. "So as I said, you are under arrest, you have the right to remain silent and..."

"Thank god!" one of the muggers said.

"A right I will deny with every fibre of my being," Peter replied with as much whit as he could muster in the presence of a prime example of feminine beauty and strength.

"...will be used against you in a court of law." Ms Marvel finished, crossing her arms in defiance. "The same goes for you two as well."

"Fine by me," one of the muggers said as he slicked back his hair. "I guess I'll have to hold on to that body of yours pretty tightly while..." He was cut off by Peter aiming a web-bullet for his mouth.

"Watch your mouth," Peter interrupted, "we're in the presence of a lady."

"You just physically assaulted a man in front of your arresting officer?" Ms Marvel said with a hearty laugh. "You must be as crazy as they say, Spider-man."

"yeah well I..." He began before pointing over her shoulder and shouting, "oh look! The Skrulls are back!" He then proceeded to break into a dead run and leap high into the air. He swung as fast as he could, going faster than any car could on an open road. _Of course, a speeding car isn't much good against someone who can fly faster than a fighter jet and shoot energy beams out of her hands. Why the hell can't I do that, it's not fair. I..._

Something slammed into him hard and sent him into and through a window. Luckily the entire building was empty, or else there would have been some ticked-off owners and occupants.

"You can't outrun the law, Spider-man," Ms Marvel said in a partially threatening tone as she got to her feet, and Peter did likewise.

"I know," he replied with a slight smirk. "That's why I tried to out-swing the law. Much faster, but just not fast enough. Besides, you cheated. There's nothing fair about you flying to catch up with little young me."

"You're stalling," Ms Marvel said as she placed her hands on her hips. "It won't work. Not on me."

"Correction," Peter replied, "I'm babbling. Not stalling. There's a difference, you can look it up in a dictionary the next time you're bench-pressing half-ton weights with one hand, keeping that awesome figure of yours oh shit I just did myself in didn't I?"

"I'll never say no to a few goodhearted compliments," Ms Marvel said as she smiled. Peter's heart skipped a beat, it reminded him of Gwen's radiant smile. The one he hadn't seen in the years since her death. "But they won't get you out of jail time."

"Well here's a few more," he said as she advanced on him, forcing him to step back. "I love what you've done with your hair. I like the mask, where can I get those boots and someone just flew a stolen helicopter right past us."

"I'm not falling for..." Ms Marvel began, but was cut off by a small beeping sound coming from an earpiece. "What?" she said into the device, "understood Cap." She turned to face him again, "Two options. You stay here and wait for me. Or I hunt you down and drag you to the Avengers while in your underwear. Your choice."

"Neither!" Peter shouted before rushing through the opposite window and crashing through it. Luckily, she didn't follow him this time, and he was free to return to his small apartment in piece.


	2. 2: Diner Danger

_**Marvellous Spider-man:**_

_**A/N: Just a few points on the continuity: **_

_**1) Gwen & Captain Stacey are dead. 2) There has not been a Civil War. **_

_**3) Peter is not a member of the Avengers 4) Both Carol and Peter are 25 years old.**_

_**5) Peter is not Doc Ock. 6) Peter is not dating/in a relationship with/married to M.J**_

"Let's see. Two robberies, six muggings, an escaped convict, Electro swearing revenge on me and it's not even lunch," Peter said out loud to no one, save the stone gargoyle he was crouched on top of. "Man does being me suck. Maybe Odin or Madame Web is sitting somewhere watching me like a bad sit-com and laughing their asses off. What do you think, Bruce?" He sighed as he gave the gargoyle a pat on the back. "You're the best therapy someone with my salary can afford, my friend. Maybe I should see if S.H.I.E.L.D is hiring? Or the Fantastic Four? Then I could get a company car and health benefits." He said as the distinct sound of trouble reached his ears. Years of experience told him that the sound was of a gun going off, with screams of innocent people thrown into the mix. _Time for a 'great responsibility' moment!_ He thought as he swung into action.

He was at the scene of the crime in less then two minutes. A family-owned restaurant was being robbed by armed men, one of whom was keeping watch from the front window. _Oh come on!_ Peter thought as he landed on the roof, looking for a second way inside. _They have to go and rob the one place I want to eat at! They'd better not trash the owner's stock of pepperoni and chopped mushrooms. _He found a hatch that led to a vent,, which he pried open as quietly as possible before slipping down inside.

"...in the bag now!" a rough voice shouted. "Or I'll put lead in all of you's heads!" The man finished as Peter reached a vent that provided a clear view of what was happening below. Four men with guns had about twenty hostages lined up against the wall. In one corner of the restaurant was a pile of cell phones.

_So basically as soon as I make a move someone's gonna get shot and I'll take the blame for it, _he thought as he took in his options. _Now I could make a ruckus and force them to split up and take them down one by one. Provided they don't take a shield with them._ He watched as one customer refused to move for the gunmen.

"I said get down on your knees, bitch!" the leader shouted as he brought his gun to bear on the woman.

"No," the woman said defiantly, much to the anger of the gunman.

"Last chance, Bi..." he began, before being cut off by a strand of webbing that clogged the barrel of the gun as Peter swung down and planted his fist on the man's jaw.

"We're in a _family_ restaurant, folks," Peter mused as he webbed two more gunmen. "Let's try and keep the language to a minimum, K? We don't want to spoil the minds and mouths of the little kiddies." He finished before coming to face the final gunman, who had the defiant woman held against the barrel of his gun.

"Make a move and I'll blow her brains out, hero." The man growled as he dragged the woman towards the rear exit. Peter did his best to find a way to stop the man, but he knew that whatever he did, it would get the woman shot. "Now you and me are going for a little ride Missy," the man said as a deranged smile crossed his face. "Then I'll take you for another ride..."

"Ew no," the woman stated as she planted her feet firmly on the ground and tossed her head back into the man's nose, her blonde hair obscuring his pained expression for the briefest of seconds, allowing her to break free with what looked like a casual movement.

"Uh...you okay, miss?" Peter asked her as the man withered on the floor in pain, crying over his broken nose. "Serves you right!" Peter shouted at the man, "holding a pretty woman and talking to her like that! Shame on you!" Peter finished as the man stopped withering and brought his gun to bear.

"Watch ou...!" Peter shouted as he dived towards the woman in an attempt to push her out of the way of the bullet. He was to late. The bullet hit home on the woman's back before ricocheting off.

"Oh sh..." the man stuttered as Ms Marvel raised herself into the air and hovered over the man threateningly. He attempted to crawl backwards, but quickly ran into the wall. With no where to escape to, the man was helpless to avoid Ms marvel picking him up by the collar with one hand and carry him out the back, with Peter in tow.

"I'm sorry," Ms Marvel said in her powerful voice, as the man's expression changed from scared to terrified "I thought you wanted to go for ride with me."

"I...I...I..." the man stuttered as the sweat built up on his brow. "I'm innocent I tell ya!"

"Right," Peter cut in, "and I'm Dr Doom and she's Magneto. Or maybe I'm Magneto and She's Dr Doom. Whichever one's more powerful. I've always wondered what would happen if the two of them fought it out. Doom uses a lot of metal, so I guess..."

"Shut up!" the frightened man said, receiving a slap too the face from Ms Marvel in return. The force of the blow was so strong that it knocked the man out cold, so Ms Marvel dropped him.

"Is there a particular reason you didn't wait for me like I asked? Or would you prefer for me to just drag you across the city like promised?" she said as she turned to face him head-on.

"Yes." Peter replied, "There was a fire. At an orphanage. For blind deaf children. Right next to an animal shelter for puppies and kittens and bunnies." he finished as she loomed closer and closer to him. "don't hurt me...or arrest me.."

"I'm not dressed for the occasion," Ms Marvel smiled as she crossed her arms. "And I'd hate to get these clothes dirty in a one-sided fight with you. I might break a nail or something."

"So you're gonna let me go...?" Peter asked tentatively.

"You just saved my favourite pizza place from a robbery," Ms Marvel said with a smirk, "So I'll pretend I didn't see you and we'll call it even."


	3. 3: Double Denial

_**The Marvellous Spider-man:**_

_**Carol's P.O.V.**_

"Okay spill," said Jessica Drew, also known as Spider-woman as she slid into the empty spot across Carol in the cafeteria one mid-afternoon. Wearing a suit of bright red and yellow, Jessica certainly didn't look anything like a spider, even if you didn't add the wings under her arms.

"Huh?" Carol replied as she shook her head in a slight stupor. It was several weeks after the incident in the Diner with Spider-man. _I should have been able to rip those punks apart with both hands behind my back...if only they didn't have hostages!_

"Your head looks like it's in the clouds," Jessica smiled warmly as she flicked a strand of her midnight back hair out of her face. "And I know that look better than anyone."

"What look?" Carol replied as she righted herself, tightening her facial features out of reflex.

"Your jaw just tightened," Jessica said as she smiled even wider. "And you straitened your back. Something's on your mind. Now let me think..."

"Nothing's on my mind," Carol retorted defensively as her eyes flickered downwards.

"Then some_one_ is on your mind," Jessica snorted as she took a sip of coffee. "Lets see...single avengers...is it Tony? No, you two wouldn't get along,...Cap? No, too old. Maybe...how about...Stephen? Hulk? Thor?"

"No one is on my mind!" Carol said forcefully.

"Wait...it's not one of...are you a cat _and_ dog person?" Jessica said with a half-laugh escaping her lips. "Because it's alright if..."

"I'm not a lesbian!" Carol snorted her reply as her vision trailed off into the corner of the room.

"Oi!" Jessica said as she snapped her fingers in Carol's face. "Earth to Ms Marvel. Come in Ms Marvel. I'm talking to you! What's his name? Do I know him?"

"Just thinking about the other day," Carol replied. _Okay, well I guess she might be right about the someone thing. _

"You mean the whole diner incident?" Jessica said as she folded her arms. "What about it?" Her expression changed, turning to a more excited one as she slapped her hand on the table. "You're thinking about my male counter-part! You've got the hots for Spider-man!"

"What!?" Carol snorted in defence. "No! He's rogue vigilante wanted for murder!"

"He's a dangerous bad-boy who's caught your eye," Jessica smiled, "don't deny it. I certainly won't. All that swinging must give him an awesome ass and killer pecks. Hopefully, everything about him is super..."

"That doesn't change the fact that he's wanted for the murder of a police captain," Carol replied briskly as she got to her feet, attempting to get away from the conversation. "Or did you forget?"

"You still aren't denying it, Carol," Jessica smiled as she followed Carol down the hall, past several astounded Avengers. "I'll tell you who I've got a crush on if you admit it!"

"I know who it is, we all do. It's Hawkeye!" Carol replied with a wry smile.

...

_**Peter Parker**_

"Peter dear," Aunt May said as she approached with the tea kettle. A family heirloom, made of china. "You look tired. Is Mr Jameson overworking you again?"

"Hmm...?" Peter answered, tilting his head up to face his ageing Aunt. "No," he replied, "no he's not overworking me. Underpaying me, though."_ I really hope she doesn't say I can move in again...she's done enough for me and I can't always be here when she needs me.."_

"Isn't there a human resources you can talk to?" said Aunt May as she poured a cup of tea for herself and a cup for him. "In my day there where laws in place to make sure no one was under-payed."

"There is," Peter replied with half a smile. "Mr Jameson made himself head of human resources. So if I've got a problem with my boss, I've gotta go to my boss."

"That hardly sounds fair," said Aunt May. "Are you sure...?"

"That I can't work for the _times_ or any other publisher?" he replied. "I've applied several times. They're not hiring externally." _Not entirely true,_ he thought to himself. _They did offer me a job, on the condition that I take a reporter with my to meet Spider-man, for a 'legitimate' interview. Of course, they'd rather I get shots of other, more popular heroes too, like Cap, Iron Man, Ms Marvel..._

"Well if that's not what's on your mind," Aunt May said with a sly smile. "I'll figure it out. Rent?"

"No," he said with a twitch on the corner of his mouth.

"Then it's a girl," his Aunt replied with a grin, lightly patting him on the shoulder. "You should bring her by sometime. _Yeah,_ he thought, _I'll just invite her over to dinner and she can arrest me right in front of you. That won't put a damper in anything at all. Not to mention the fact that you don't know my little secret, so on top of the cops I'd have you to deal with. And J.J. Man does being me suck big-time. I've gotta lie to everyone, run from the cops, run from other superheroes, and I don't have a girlfriend to complain about life to. Of course if I did then she'd end up either kidnapped, like M.J or try and kill me like that chick from the one-night stand I almost had._

"I don't think it'll work like that, Aunt May," he said with a slight chuckle. "We're _way_ to different."


	4. 4: Sinister encounter

_**Marvellous Spider-man:**_

"A_ND NOW THAT LUNATIC'S GOT HIS PARTNER TEARING UP DOWNTOWN IN A VAIN EFFORT TO MAKE HIM LOOK LIKE A REAL HERO!" _The voice of J. Jonah Jameson ranted mercilessly on the television, _"JUST LOOK AT THE DAMAGE THE GREEN GOBLIN IS CAUSING!" _

"Aunt May," Peter hollered down the hall of his tiny apartment. She had been visiting for lunch, although Peter assumed she was trying to catch a glimpse of his non-existent girlfriend. He suppressed a slight laugh as he imagined Aunt May and Ms Marvel sitting on his couch together. "I've gotta go take pics for Jameson!"

"Do you want me to wait for you here?" his Aunt replied as he rushed to his bedroom and reached under his bed for the locked trunk. Inside was his Spider-suit, which he pulled on in practically no time at all and slipped out the window after replying, "If you want!"

He sped through the concrete jungle on his synthetic web-lines. With the passing of every second he approached the scene of the crime. _Why does Gobbie choose to commit crimes when I have plans and stuff on my mind? How about when I'm standing in line at the bank? Why can't it be in the boring parts of life? _He thought as he rounded a corner, and was sideswiped by a metallic arm that sent him plummeting to the ground.

_What the hell is Ock doing here?_ Peter thought as he shot out a web-line towards the nearest building. _And why didn't my spidey-sense tip me-_ Something hit him in the back, crashing him into the building through the glass.

"I'm gonna need a new costume now," Peter muttered as he pushed himself to his feet. "And I am goiAAARRRRGGGHHHH!" He shouted as electricity surged through his body, sending him to the ground once more. "Long time no see, Dillion," Peter scoffed as he watched the smoke rise from his costume.

"I'm so glad the vulture failed to kill you," Max Dillion, also known as Electro gloated as he blasted Peter once more. "Now I get the pleasure of doing it myself!" He finished with another blast of electricity, one that Peter managed to leap out of the way of, despite the absence of his Spider-sense. He sped into the shadows, for a place to hide and plan his attack. He hid not a minute too soon, as he heard more voices join Electro's.

"Where is he?" Octavious shouted bitterly. "Where's the body?"

"He escaped!" Electro rebuked. "But he's still here!"

"He's right," a third man, with a thick Australian accent, said. _Kraven..._ Peter thought with a shudder, remembering an incident with a Lion trying to take his head off. _Okay Parker,_ he thought as he watched more figures join those of Ock and Electro. _You're up against six maniacs who each wanna kill you. Oh, and this is sure to catch someone else' eye._ He continued his inner monologue as a large man, known only to Peter as 'Rhino' approached.

"Should I bring building down?" Rhino said in his thickly accented voice.

"No my brutish friend," Peter taunted from his hiding place. "If you bring the building down, you get caught in it to. Not a bright idea, comrade."

"Find him!" Octavious snapped as the six assembled villains dispersed into separate corners of the building as Peter silently crawled onto the ceiling. He slowly crept on the ceiling, gaining a vantage point over vulture, waiting for the perfect chance to attack.

It came. Peter leaped down and the villain crumpled under his weight with a loud cry that attracted the attention of the other five super-villains.

"Oh shoo..." was all Peter could say before an explosion blew him out of the building. He sailed though the air and landed hard on a car with a loud crash. If the people on the street hadn't started to scatter already, they began rather quickly, as Vulture, the Green goblin and Electro soared out of the Spider-man sized hole in the wall and dived towards his prone body with speed. Twin rockets burst from the goblin's glider and rocketed towards him, only to be intercepted by a black, red and yellow blur.

"I'm gonna give you gentlemen a chance to surrender," Ms Marvel said challengingly to the three villains. "Before I personally throw each of you in prison." Vulture dived to the right in an attempt to get past her, but she snagged one of his wings and threw him to the ground, albeit softly. "You've got to the count of ten," She finished forcefully as she cracked her knuckles.

"Outta my way, bitch!" Electro screamed as he raised his hands upwards.

"Move!" Peter shouted as Electro shot out a powerful blast of electricity, one that could stop a herd of elephants in their tracks. The beam of electrical energy impacted Ms Marvel right in thhe chest and sent her flying to the ground in a heap of smoke. "_NO!" _Peter shouted as he leaped to his feet in anger and rushed to the plume of thick smoke.

Something slimy snaked around his legs as he ran and pulled him to the ground. He turned quickly, only to see he had stepped in a puddle of thick, black oil. He tried to stand, but a heavy grey foot stepped on his chest.

"I will crush you like a bug!" Rhino snarled gleefully as the pressure on Peter's chest increased. Summoning his strength, Peter shoved Rhino's foot off and resumed a vertical base, only for thick, metallic tentacles to wrap themselves around his arms and legs. Electricity surged through his body as Electro blasted him hard.

"Oh does this feel so good!" Electro gloated.

"I agree," a strong-voiced Ms Marvel said as she floated up from the plume of smoke, wearing a grin. "One thing you boys should know is that I soak up energy like a sponge. And I can release it to," She smiled.

"_Oh_ _crap_," was all Electro could say before Ms Marvel blasted the five standing villains with a simple hand gesture as Peter watched. Although Peter was in awe of the Avenger, he could not help but feel inadequate in her presence. _If only I could become stronger, _he thought to himself.


	5. 5: Tower Talk

She needed a breath of fresh air. She needed to get away from the Avengers mansion for a few hours, so she did.

"Go find and arrest your man!" Spider-woman had snickered mere seconds before Carol took off. Maybe she was right, maybe Carol did have Spider-man on the mind. Ever since the incident with the six super-villains the previous month, she hadn't been able to get him out of her head. _What convinced that idiot to go toe to toe with six wanted felons at once?!_ Even with her own powers, she had just been able to power through them with only some trouble. There had even been a moment or two when they had her on the ropes, particularly the one Spider-man had appropriately called 'Rhino.'

_And furthermore, why the hell would he stick around once I showed up? I'm pretty sure ninety-nine percent of criminals would've run like hell. Not that it would have done much good for him, I can catch up to him in less than a second. The only reason he got away last month was I was otherwise occupied with the press._ She thought as she sliced through the air at a casual pace. Below her, everyday people cast lazy gazes upwards. A few years ago, They would have gawked and pointed, but now Superheroes where a common site in New York, so there was less of a sense of wonder. Even Carol found herself unimpressed by most of the new heroes that came into the spotlight. Most of them where ripoffs of older, retired heroes. _No imagination...hell, even Spider-man had little imagination when it came to his name. Although he didn't have much choice to have a powers-name relation. And then there's me and Mar-Vel..._

Her train of thought continued as she swerved to avoid a building, taking particular note of the Daily Bugle Newsflash that was in the midst of blasting Spider-man. _How the hell does he put up with that crap? I would've rung that man's neck ages ago. And Spidey's the one wanted for murder! And why the hell am I still thinking about him? I'll admit he's slightly cute but..._ She stopped as she caught a glimpse of black standing on one of the towers of the George Washington bridge. Almost like they where ready to jump, something that he couldn't allow, not on her conscience. So she zipped towards the tower at top speed.

It was only when she got closer she realized the object of her thoughts had not been replaced. Spider-man was standing on the Washington Bridge tower, dressed in a black suit with a white emblem.

"You know," She said as she came to a stop behind him. "Wearing black only hides you when it's dark outside. Not six o'clock in the evening on top of a bridge tower." To her surprise, the famously talkative hero didn't respond at all. _Well that's rude,_ she thought as she tapped him on the shoulder. "If you want," she continued, "I can always arrest you. Don't think you can outrun me." She said lightheartedly. Again, he didn't respond.

She circled herself around to face him head-on, only to discover his head was hung down. Due to the skintight nature of his uniform, she could make out his jaw-line's movements, although she couldn't hear anything he was saying. He edged closer to the edge of the tower and she grasped his arm, almost afraid of what he was going to do. The life of a superhero was a stressful one, after all.

"Whatever it is," Carol said compassionately, "It's not worth jumping. I'm gonna take you to headquarters and we can..." She stopped as she felt something brush her arm, and she looked down to see a single rose clasped lightly in his hand. Her momentary distraction allowed him to break free of her grip and crouch down.

She watched as he let the rose slip out of his hand and cascade downwards towards the water. At the last possible second, Spider-man snapped out his hand and a stream of black webbing snared the bottom of the falling rose.

Carol stood on the spot, powerless to do anything as Spider-man slipped away into the setting sun.

Later that night, Carol sat at the small desk in her quarters in the Avengers headquarters, with the computer screen on. The mouse hovered over the button that would allow her to search Government data bases on a whim. She stared blankly at the computer screen in a momentary state of confusion as she examined the evening's events.

Eventually, she gave into her urges. She entered the database and used the built-in search engine. Se typed in the words 'Spider-man' and ''George Washington Bridge.' What she discovered was a single news article from two years ago.

"_...Thursday, June 22nd, the masked vigilante known as Spider-man engaged the wanted criminal known as the Green Goblin, who had a hostage. Gwendolyn Stacy was kidnapped from her home earlier that day by the wanted felon. During the conflict, the Goblin tossed his hostage off the side of the bridge. Witnesses say Spider-man attempted to save her by catching her with his trademark webbing. Anonymous sources from within the police department say that the corner confirmed that Miss Stacy died of a sudden deceleration that snapped her neck. Miss Stacy was the daughter of Police Captain George Stacy, who was tragically killed in another incident involving the masked vigilante..."_

"Oh my god," Carol gasped as she covered her mouth in shock. She would never have expected anything like that from someone like Spider-man. _Who is the man behind the mask?_ She thought as she stared out the small window.

_**An/N: Leave me your opinions in the reviews section! **__**Also, any other character's you'd like to see? (Hero or Villain)**_


	6. Catfight

Peter crouched over a stone gargoyle as the cars whizzed below in endless lines of light. The sky was darkening by the minute, as if in unison with the traffic and the people.

"Something on your mind, Spider?" a smooth female voice purred from behind him Despite all of their encounters, Peter was surprised that his Spider-sense was unable to pick up on the Black Cat._ Every time she comes near me, something really bad happens. Usually to me and my personal life. Like when she approached M.J, which eventually lead to our break-up. _"And I loved that black suit you where wearing the other day." Felicia purred seductively as she attempted to wrap her arms around him unsuccessfully.

"That was for a special occasion," Peter snapped back as he felt a twang of pain when he thought of Gwen. "That's all."

"Oh!" Felicia smiled as she traced her fingers across his chest. "With a special someone...? Without little me?" she purred as she mashed her breasts together, presenting an enlarged sight to him that was completely unnecessary, given her already revealing costume.

"Give it a rest, cat." Peter replied as he gazed outward over the street.

"Oh come on Spider," Felicia purred as she slipped around his body. "It can be like old times. Remember when we had the night of our lives?"

"You mean after you drugged me?" he snapped back as he turned his face to look at her directly. _Big mistake,_ he thought as he saw her pouted lips and her still-squeezed together breasts. The sight would have driven any other man insane. But it was the body behind hers that got Peter's attention.

"Being seen with a known career criminal will not help your public image," the joy-filled voice that belonged to Ms Marvel said as she lowered herself down from the night sky. "Just so you know, Spider-man."

"So is this who you've ditched me for?" Felicia said as she brought herself to full height. "I've gotta say hun, you could do so much better for yourself."

"Like you?" Ms Marvel said. With that, the two women began sizing the other up with a fine-toothed comb. "How much did those cost you?" Ms Marvel said wryly as she indicated towards Felicia's chest, causing the cat burglar to rear back in disgust.

"And you're one to talk," Felicia snapped back as she narrowed her eyes.

"Beat it," Ms Marvel stated with the slightest hint of a challenge. A brief moment of tension hung in the air as the two women stared each other down, waiting for the other to give ground. Finally, Felicia caved in to pressure.

"See you around _spider_," she purred as she left, leaving the two heroes alone.

"Are you actually going to talk to me this time?" Ms Marvel said as she placed her hands on her hips and glaring at him.

"Are you actually going to arrest me this time?" Peter rebuked as he tilted his head.

"That isn't out of the question yet," she replied with a stare. "Not until you answer a question I have for you. Then we'll see."

"What's the question?" Peter asked. "Two plus two is four. You bake the turkey at three-hundred and sixty degrees for eight to ten minutes. Socks first then..."

"How did Captain Stacey die?" she said bluntly, stopping him in his tracks.

"That's not important now, is it?" Peter replied as he shifted his feet in a blatant statement of his discomfort.

"Details would be nice," Ms Marvel continued as she hovered right in front of him. Due to the close proximity of her face, Peter could soak in every detail.

"Read the Bugle," Peter offered, "It'll tell you everything you need to know."

"I don't believe in a man who uses his own newspaper to further his political goals," Ms Marvel said as she folded her arms. "I want to know the details. You where there. Did you kill him before or after facing Electro?"

"After," Peter replied without a second thought.

"I knew it!" Ms Marvel said as she snapped her fingers. "You lied to the police!"

"I..." Peter stuttered, "what...?"

"Captain Stacy was killed by Doctor Octopus. Not Electro. Someone as smart as you would remember something like that. So I know you're lying." Ms Marvel stated with a tilt of her head. _Dammit,_ Peter swore internally as he tried to think of a way out of his situation. "What I want to know is why." she finished as she forced his head up, "why lie to the cops. Why lie to the Avengers?"

"Would you have believed me?" Peter replied, "would anyone have believed me?"

"We could have made your life so much easier," she said, with more softness in her voice. "And..." She was cut off by a fireball crashing into the roof. Both heroes rushed over to discover a pile of smoking wreckage that looked vaguely human. "_Vision?"_ Ms Marvel stammered as the android's body sparked and sputtered.

"_...warning..."_ a synthetic voice said, with static dripping in it's voice. _"Avengers Mansion under attack...security measures failed...Iron Man armour offline...Wasp unconscious...Hulk down...Captain America operating at twenty percent...ten...down...Spider-woman engaging intruder... auxiliary power systems depleted. Entering stasis lock."_

"Hold on!" Ms Marvel shouted as she grabbed Peter under his arms. Less than a second later, she tore off into the sky while carrying him.

_**A/N: Who could tear through the Avengers like that? And what does it mean for our two heroes?**_

_**Comment with your favourite interaction between the two heroes so far!**_


	7. Some assembly required

"...shouldn't have been able to just walk in, right?" Peter asked as they zipped through the air at top speed. The wind ripped at his mask, and face by extension, making it hard for him to breathe properly. _Wow,_ he thought, _flying is way faster than web-swinging the whole way. And cheaper. Maybe I should invest in a spider-chopper. Right after I finish building my spider-mobile and spider-armour. And when I win the lottery. _

"And that's what worries me!" Ms Marvel replied with a grim expression. "No one I know could just walk through Captain America just like that without packing a major wallop. Same with Iron Man and Vision."

"Then I'm gonna be of no help whatsoever!" He said as she veered to the left. "Just target practice!" he said as Avengers mansion came into sight. Even from his vantage point he could see a hole in one side of the building. Inside the windows, he could see a fire burning.

"Hang on!" Ms Marvel shouted as she dived downwards, increasing her speed as she shot through the hole in the wall and came to a sudden stop.

"Oh my god.." Peter whispered as Ms Marvel dropped him and he took in his surroundings. A fire was burning down one hall. A collapsed wall was to his left, leaving rubble scattered all over the floor. Two doors had been torn off their hinges. Peter knelt down and picked up a red piece of metal that was at his feet. Several feet from him, Peter could see the armoured avenger lying under a support beam, unconscious.

"Tony..." Ms Marvel muttered as she examined the metal he was holding in his hand. "What could do..." Seconds later a scream tore through the broken halls, causing both heroes to shoot their gazes around. "You look for more survivors," Ms marvel said in a commanding voice as she rose to her feet.

"And what are you gonna do?" Peter asked, somewhat concerned about what her answer would be. "You can't seriously be thinking about going..."

"Whatever it is tore through three-quarters of the Avengers," Ms Marvel cut in, "If it gets out of here lots of people will die. I want you to find any survivors you can and then get out. Contact Reed Richards at the four freedoms plaza. Hopefully we'll be able to rely on the Fantastic Four for backup and..." A second scream cut her off, and Ms Marvel shot off down the hall after it.

"dammit," Peter swore as he scanned the area. He spotted an arm sticking out from underneath the downed wall and moved closer. "Hang on," he shouted as he lifted the wall with one hand and pulled the rest of the body with his other. He instantly recognized the body as that of Hawkeye, the bow and arrow wielding Avenger. "Come on.." Peter muttered as he dropped what remained of the wall after making sure no one else was trapped underneath. He examined the Avenger's condition, soaking in the large gash reaching across his temple and down the man's cheek. Peter also took note of the puncture wounds to the man's chest and the fact that his left arm was broken badly. His spider-sense blared a warning, forcing him to roll to the left out of the way of a blast of blue energy.

"Get away from him!" a severely battered Iron Man shouted as he lifted the wooden beam off of himself. The man's iconic armour was rent and battered all over the remaining metal portions, which where so few that Peter could see exposed flesh underneath. The helmet was missing entirely and Peter could see his arc reactor begin to flicker. "You..."

"I'm here to help!" Peter snapped as the golden armoured avenger dragged himself over. "I was with Ms Marvel when your robotic friend crashed into the roof and warned us."

"...carol..." Iron Man whispered weakly with a synthesized voice, "...that...thing...it..._she's gonna get herself killed!"_He finished with a shout as he stumbled his way across the room. Peter put a hand on his shoulder and stopped him.

"You're in no condition to..." Peter began before being cut off by a mighty _CRASH!_ that sent rubble flying into the air as a body impacted the far wall. Even through the thick dust that hung through the air, and despite the bloody visage, Peter could make out Ms Marvel's figure perfectly. Her outfit was torn in numerous places. Her red sash was missing entirely and the leather had been blown off of her right shoulder, leaving an angry red gash in it's place. Her fair skin was splattered with blood.

"So strong..." she whispered weakly as the black mask covering her eyes fell to the ground. "He's..."

"_I am life. I am death," _a powerful male voice stated clearly with a challenge as he stepped through the hole Ms Marvel's body had made with extreme poise. "_I am Alpha and Omega. I am the end and the beginning."_ The man continued as the dust settled to reveal a long black cloak draped over a man with equally black hair that reached his shoulders. _"I am Morlun."_

"You are in need a hair cut," Peter smirked as he got to his feet. His hands curled into tight fists as he prepared to fight. _Well, as much of a fight as I can, given how he threw Ms Marvel through the wall... _Peter threw a punch forwards towards Morlun's jaw, only to be blocked by a deft arm and receive a blow to the jaw in return. The force of the blow sent him falling backwards as blood began to trickle out of the corner of his mouth. _Holy shit that guy's strong!_

"AAAAHHHHHH!" A woman's voice cried out as a blur of red and yellow shot through the hole in the wall and crashed into Morlun with extreme force. To Peter's shock, the body-check did nothing to faze it's intended victim, who absorbed the blow without flinching. A green energy discharged from the attacker's hand and impacted Morlun's face, forcing a tiny squeal of pain to escape the man's mouth, but he recovered quickly.

"_A totem you are, child."_ Morlun said with contempt and pity. _"One like the many who have come before you and fallen by my hand." _Morlun continued as he threw the attacker aside with a simple hand gesture. _"Your life's energy will sustain me. As will the energies of your allies."_ He said as he turned to face Ms Marvel, which was to much for Peter, forcing him to react rashly.

"Hey ugly!" Peter chided as he slammed his shoulder into Morlun's stomach with with enough force to knock over a fully-grown man. It felt like running into a brick wall, but Peter had no time to recover, as he felt his arm being grabbed and he was pulled to the side.

"_You are not like the others,"_ Morlun said in a haunting voice as he slammed Peter into the wall. _"You are something else entirely, child. I shall enjoy feasting on your life force. I shall assimilate you into me. I will end you."_

"Get in line!" Peter called out as he kicked at the man's arm, forcing him to release and drop Peter. _If this psycho only knew how many people have sworn to kill me, _Peter thought as he followed up his attack with a low sweeping kick. The blow impacted, but caused pain to lance up Peter's leg without affecting Morlun.

"_I see you wish to die in the fashion of your allies," _Morlun taunted as Peter launched a fruitless series of punches to his stomach. All of which failed to affect him whatsoever. _"An ideal that does not serve any purpose that I understand." _Morlun continued as he kicked Peter away. _"But if it makes your own death seem more noble to you then..." _

"GGGAAAHHHH!" Ms Marvel cried out as she fired a mighty blast of energy towards Morlun. Peter shielded his eyes as the bright light seared at his eyes. Seconds later he opened them, hoping to find Morlun on the ground writhing in pain.

Instead he found him choking the life out of Ms Marvel, who kicked with extreme futility. The only sign of Ms Marvel's attack being a thing tail of smoke issuing from Morlun's shoulder.

"_You possess a different form of life energy. One that I have not tasted before," _Morlun said with a hint of victory in his voice. _"I shall enjoy draining every last ounce of you."_ A blueish energy erupted from his hand and enveloped Ms Marvel's skin, forcing a terrible scream from her cracked and bloody lips.

"No body contact!" Peter shouted as he threw all his strength and weight into a body-check that caused the slightest sway in Morlun's body. Peter was thanked for his effort by receiving a sharp blow to the temple that sent him reeling. He hit the wall as the whine of an artificial energy blast boomed through the room. Through bloody eyes, Peter could see Morlun react slightly to Iron Man's repulsor ray. Very similar to how he reacted to Ms Marvel's and the red and yellow avenger, who's name Peter could not recall at the moment.

_He survives off of life energy,_ Peter thought as he winced in pain. _But all three blasts affected him slightly. They must disrupt his powers somehow, weakening him. Just not enough to finish him._ Fire lanced up his arm as Morlun picked him up forcefully. _But where one fails...three might succeed! Or tear a hole in the universe. _With that, Peter smashed his free fist down on Morlun's arm and broke the man's grip as well as his own arm. But the pain would have to wait, as Peter snaked both arms around Morlun's body, forcing him into a tight hold.

"_ALL THREE OF YOU, HIT HIM NOW! BLAST HIM!"_ Peter roared as he tapped into all his strength to keep Morlun at bay. He succeeded, but only barely. _"EVERYTHING YOU'VE GOT! HIT HIM IN THE CHEST!" _He continued as he felt Morlun begin to escape his grip. Peter watched as Iron Man raised his arm, as did the woman in red and yellow. But he also saw into Ms Marvel's crystal clear blue eyes, which where blurred by a mixture of grime, sweat, blood and tears. He saw her hesitation. "Do it," he said, more to her than the other two avengers.

And she did. Three streams of energy burst forward, one yellow, one green and one blue. They merged together and struck Morlun's chest as a silent scream escaped his lips. Then darkness enveloped the world according to Peter Parker.

**Xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx**

**Two hours later**

His eyes snapped open and he shot upwards, shaking his head from side to side in complete disorientation.

"Easy son," a calm voice said as a heavy hand was placed on his shoulder from behind. Peter twisted his neck to get a better view of the speaker. Through his slightly swollen eye, he could see the tattered stars and stripes of Captain America, who had his arm in a sling and a bandage over his forehead. "That's some nerve you've got, showing up like you did."

"What?!" Peter shouted as he spun around, getting his body ready to pounce at the slightest hint of danger. _This is it,_ he thought, _I'm under arrest. But I might be able to make a break for it if I..._ his eyes shot towards the nearest window, and he began to judge the amount of time it would take him to reach it against how long before someone could react.

"Showing up, pulling a wounded Avenger to safety. Putting up that kind of fight," the Captain said with a smile as he shuffled towards Peter, who remained crouched and weary of any potential threats. He also took in his surroundings. He hadn't been moved while he was out cold, as he could still see the beam that had trapped Iron Man and the wall that had been pinning Hawkeye. "That's Avenger material."

"If you skip the 'wanted for murder' part," Peter replied as he edged towards the window.

"I think we can safely assume you aren't a dangerous killer psycho," a woman's voice said through the body-sized hole. Less than a second later, a woman floated through. Peter immediately recognized the red and yellow pattern from the fight, though her name escaped him. "And in case you forgot," the woman continued, "I'm spider-woman, by the way, copycat."

"Go easy on him," Captain America said to Spider-woman. "He did just save us from that thing."

"Well did you give him the offer yet?" Spider-woman smirked lightly as her feet touched the ground. "Or should I?"

"If the offer is to arrest me," Peter cut in aggressively, "I'll decline."

"Hell no," said spider-woman with a hearty laugh. "Carol told us all about her talk with you last night. That you're lying to the police about it all."

"Spider-woman!" Captain America shouted as he made a cutting motion across his throat, indicating that she stop talking.

"Woops!" Spider-woman said as he hands flew to her mouth. "I spilled the beans on C... on Ms Marvel's secret I.D! She's gonna kill me!"

"What offer!?" Peter demanded as he stood strait.

"To join us," said a newcomer, who entered through the doorway. "As one of the Avengers," Tony Stark continued as he extended his hand in friendship. Peter eyed him suspiciously as he shook his hand. "We've cleared your name with the police."

"How?" Peter asked as he tilted his head in confusion.

"Ms Marvel gave a confession. She told them what you told her. And since we're way above their paygrade, they had to believe us no matter what," Tony Stark continued with extreme confidence. "So, will you take the offer? I promise I won't shoot at you again."

"I..." Peter stuttered as he looked from one avenger to the next. "I'd have to unmask, wouldn't I?"

"Only to us," Captain America replied. "Not to the public. We understand that you may have family members to protect. We only require you to unmask and tell us your full name, a security sentence and next of kin in case of an imposter. _Sure, this is my chance to get in the big leagues, but can I afford it? I can't commit 100% to them, as I've got to keep a job at the bugle. And..._ his train of thought stopped as Ms Marvel entered his field of vision, wearing a simple blue shirt and grey track pants. The only way he could tell it was her was the fact she was flying and her familiar hairstyle. Something about her sudden appearance gave him the ounce of solace that he needed.

"Peter Parker," he said as he pulled his mask away. "Reporting for duty."

_**End of Part 1**_


	8. 8: Birth of a Warbird

_**Part 2: Warbird**_

_Earth-7193_

"Man, what is this, the third alien invasion this year?" Peter quirked as he dived under a beam of plasma, courtesy of an alien soldier. Peter was lucky, his agility allowed him to dodge nearly any incoming attack. Unfortunately, Carol was to accurate with her energy blast for the alien to dodge in time.

"Fourth, if you count the impossible man duplicating himself," Carol remarked as she shot into the air, grabbing her fiance as she did so. _Fiance,_ she thought with a slight smirk as she dodged anti-air fire coming from the alien ship, _Spider-man, the avenger's jokester, is engaged to Warbird, the stoic co-leader of the avengers. _She smiled as she remembered the day he proposed.

_She entered the room, discovering that the walls where covered in a thick, white substance. Otherwise known as Spider-man's webbing. _

"_Peter!" she shouted as she spotted her boyfriend crouched on the ceiling of their shared apartment. "You'd better have a damn good excuse for all this!"_

"_I do," he said as he hung upside down and lowered himself, coming to a stop with his face a foot above hers. "Look, now I'm taller than you." A fact that was quickly rectified by Carol floating upwards. "And now I'm gonna be target practice," He mused lightly as she realized he was wearing unusually expensive clothes. Black dress pants, a white shirt and red blazer, in her opinion the set could not have looked better. _

"_What are you wearing?" she asked as she raised an eyebrow. _

"_Je peux ne pas m'habiller agréable une pour jolie femme comme vous?" he smiled as he produced a rose from his pocket and placed it in his teeth. Carol could not help but giggle at this feeble but charming attempt by her boyfriend to be romantic. _

"_I spent six months in France as a model," she smiled as she remained suspended in the air, hovering on the spot, "it's 'Je ne peux pas m'habiller agréable pour une jolie femme comme vous' but you get brownie points for trying to be cute anyways."_

"_I am cute," he said with a huge grin, "I'm trying to be romantic and say thank you."_

"_For last night?" she smirked. _

"_For putting up with me in general," he replied as he dug his hand into his pocket. "Some people are under the impression I talk to much. While others say I must have ADHD and more say both and wonder why the hell you put up with me as do I sometimes."_

"_Well come here and I'll let you thank me," she grinned as she floated to within less than an inch of his face. _

"_I'm gonna try an alternate route," he said as his hand withdrew from his pocket in a fist. He brought his closed hand to bear right in front of her nose and unclasped it, revealing a small black box. "It's not much," he said as he unclasped the box, revealing it's contents to her, "but I couldn't afford anything else without giving an arm or..." A pair of ruby red lips slammed into his, effectively silencing him and answering his unasked question. _

A near miss by an alien turret snapped Carol back to reality, if she got hit, she'd never walk down the isle with him in two weeks time.

"Keep your eyes skywards! Or we'll both turn into Swiss cheese!" a new voice, belonging to Spider-woman shouted. Carol smiled in response, Jessica had been the first one they told about the engagement. "Stark and Thor are taking a battle-group on over The White house. The F4 are busy down below and word is the X-men are defending Genosha. So we're _WHOA_!" Jessica screamed as she rolled out of the way of a burst of fire. "I've got way to many maid of honour duties to-" She disappeared in a ball of plasma, never to emerge again.

"_JESS!"_ Carol screamed her best friend's name in despair. "NO!"

"Watch out!" Peter screamed as he held on tight, "those things have reverse-gravity beams! One hit and we both plummet strait to.." his warning came to late. Carol felt herself become very heavy very quickly. She felt Peter slip out of her grip as his weight became to much. Everything happened so fast that even she could not react in time. All she could do was wait for planetary impact.

But it did not come. She felt her descent come to a halt as something grabbed at every inch of her body. _Webbing..._ she thought groggily as something crashed beside her, creating a large dent. She paid it no attention, instead creating twin blades of energy from her hands and cutting herself loose in time to engage an alien soldier.

_Insert alien invasion movie reference here, Peter,_ she grinned as she cut down soldier after soldier. Bodies piled up around her as she continued to demonstrate her worthiness of the nickname that Peter had given her.

"_Supergirl?" he had mused._

"_Lame," she remembered replying. _

"_Mega woman? Kree-Girl?" He had continued relentlessly. _

"_No." she had said sternly. _

"_Supermegafoxyawesomehot-woman?" he had asked. _

"_I'll think about it," she remembered replying, "keep going."_

"_I've got it!" he had said as he snapped his fingers. "Warbird!" He had chuckled, receiving a raised eyebrow in response, "It's beautiful and dangerous! You in a nutshell!"_

"Spider, if you're listening and not busy I could use some help!" she snapped as she threw a alien off of her and into a nearby abandoned car. Two more fell before she called out again, "If I die, there's no hanky-panky for you tonight, spider!" No witty response came, and that unnerved her slightly, "Spidey?" In a brief respite from the deadly fighting she cast her masked eyes around, searching for the red-and-blue clad hero. "Very funny!" she called out, desperately trying to keep the growing fear out of her voice as she continued her desperate search for her fiance.

She found him lying in a crater, his broken and lifeless body being desecrated by alien gunmen

"_NO!"_ was the last word those warriors would ever hear. And the last sight they saw was that of Warbird's unforgiving energy blades slicing through their inner organs.

She didn't stop there. They all fell until no one was left.


	9. 9: Marvelous Mayhem

_**A/N: 1) Spidey has been on the Avengers for six months now. **_

_**2) There's a bit of swearing and some sexual references.**_

_Dammit, I'm gonna be late!_ He thought with a start as he heard the first ring of the giant bell. He webbed up the last criminal before jumping into the air and launching a line of webbing towards the nearest skyscraper. _It's gonna take me at least ten minutes to get there at top speed. And with my luck, there's gonna be another mugging I have to stop. I so need a sidekick. I could call them Spider-lad or Spider-Lass! That'd confuse the hell out of people, seeing as me and Spider-woman aren't related in any respect and the tabloids still think we're husband and wife or something. _

He smiled internally as he thought back to how much easier his career as Spider-man was now that he wasn't being hunted like a criminal by the police. _Although I wouldn't mind it if Ms Marvel came looking for me again and..._his train of thought was cut off by the sight of yet another distraction, this one a bank robbery. And as he neared, he realized one of the men was wearing a cheap Halloween Spider-man mask. _Now JJ's gonna pin this one on me. "THAT VILE MISCREANT HAS REDUCED HIMSELF TO ROBBING BANKS OF YOUR HARD-EARNED MONEY!" I really should wring his neck sometime,_ he thought as he webbed the fleeing robbers mid-swing.

"I'm gonna sue you for copyright infringement!" Peter shouted as he turned a corner. _Right after I figure out how to, without revealing my identity to the world. _He smirked as he increased the pace of his swinging. Within minutes, the shining pillar of justice known to the public as Avengers Tower came into sight.

The gaping hole that had been created in the side of the building during the fight with Morlun had been repaired within less than a week. Vision required major overhaul that took a little under a month to complete. Fortunately, there had been no casualties, and the worst injury had been Hawkeye's lacerations to the neck. Those had needed three months to fully heal. Although the marksman was up and beating everybody at darts in less than a week.

With one final swing, Peter propelled himself onto one of the outer decks and slid inside. Ironically, he entered the same hall in which he had managed to pin Morlun. _And I don't think I'll ever get that image out of my head,_ he mused before he remembered the look that he had gotten from Ms Marvel banished the happy thoughts from his mind temporarily.

During his time as an Avenger, he had gotten to know her a little better. As was the protocol, he had learned her name, Carol Danvers. And with a little digging, he had managed to squeeze a few facts about her life. A jack-of-all-trades woman, she had been a model, reporter and C.I.A at one point before being assigned to a satellite installation that later came under attack by the Kree, an alien race of warriors. An explosion of one of their bombs infused her with their D.N.A, giving her superpowers.

_Kind of makes getting bit by a genetically-altered spider seem kind of lame. No aliens, no secret government programs or kidnapping plots. And I'm definitely not a god with a magic hammer. But I am late for an important...meeting._ He thought as he pumped his legs and literally ran into the main lounge of the Avengers Mansion, finding it filled with six bodies.

In one corner stood a towering Luke Cage, and beside him was the lean Iron Fist. Sitting on the couch was Tony Stark, a glass of expensive wine in his hand and deep in conversation with Spider-woman, also known as Jessica Jones. Sitting on a chair opposite them was Captain America, Steve Rodgers.

Thor, the thunder god was boasting loudly about a recent battle he had in Asgard, complete with a large mug in his hand and deep in conversation with Hawkeye, who also ha d a mug in hand. Sitting slightly apart from them was Ms Marvel, holding a simple glass of water in her hand.

"You'd find more cheer in a graveyard," Peter announced as he strode into the room, earning a series of mild groans in response from everyone except Ms Marvel, who stayed quiet, and Thor, who riased his mug and bellowed.

"Thou dost speak truely! Bring forth more ale and fine women!" he bellowed as he brought his mug down on the table with a crash.

"Oi!" Spider-woman snapped as she turned her head to face the Norse figure. "Right here!"

"About time you showed up web-head!" Hawkeye remarked, "you really need to get a watch!"

"And you need to get a new designer," Peter shot back sarcastically. "Purple is not your colour. It clashes with your eyes."

"Why you little..." Hawkeye grunted as he got to his feet. Luckily, Captain America stepped in between him and Peter before things got nasty.

"We have a schedule for a reason, Spider-man," Captain America said sternly as he crossed his arms. "Two Avengers stationed in the mansion at any and all times, ready to respond to a threat. Four more on call as a reserve team. If you can't be relied upon to show up..."

"Hey, I got caught up with a few muggings and a robbery. Next time I'll ask the bad guys to forward me their timetable so I can plan my but-kicking ahead, K?" Peter said with a smug shrug and a weak smile, hoping to avoid the rest of the lecture.

He was successful, but only barely, based on Captain America's tightened and contorting jaw.

"We'll you're on night shift with Carol," Stark said as he got off the couch and began to make his way towards the door, wobbling slightly with every step. "Do me a favour and don't call me. I've got a movie premier in the morning and I'd like to be somewhat awake for that."

"Then what are those LMD's for?" Wasp smirked lightly as she followed him to the door. "Hank once tried to use one to take me on our date night."

"Tried?" Peter asked.

"It's voice sounded way to human to be Hank," Wasp said fleetingly as she slipped out the door.

"And I gotta be somewhere," Cage said as he checked his watch. "Jess'll kill me if I don't relieve the babysitter on time. Rand, you coming?"

"I have to," Iron Fist replied, "It's my car." Peter let out a small laugh at Iron Fist's comment as the two of them passed through the door. Captain America and Hawkeye followed them, and Thor brought up the rear, mumbling about something called 'bifrost.'

"Gee," Peter smirked as he flopped down on one of the couches, "I really can clear a room, can't I? Do my feet stink that much?"

"Cap was just busting your balls 'cause he can," Spider-woman chirped up. "He thinks keeping things in order means having control. He's been like that since before I joined up. And he'll be like that until the day he dies. Still wouldn't hurt to show up on time though."

"Like I said," Peter replied briskly, "I had a few muggings and robberies to stop on my way here."

"Even with the workload here?" Spider-woman asked, "man, you must be beat when the day's done. Let the cops handle the small time stuff. Stark say's we've got bigger fish to fry like Doom and AIM."

"I'm not just gonna ignore a crime because it's below the attention of the likes of Stark," Peter snapped briskly as he folded his arms across his chest. "When was the last time you broke up a mugging?" he asked, with a hint of a challenge in his voice.

"I never really got into that stuff," she answered. "I joined S.H.I.E.L.D right after busting out of HYDRA. Maybe the occasional robbery, but I've always been more focused on the bigger threats like Doom and Modok. How 'bout you, Ms M?"

"Hm?" Ms Marvel replied, coming out of her daze for the first time since Peter arrived. "What...?"

"Web-head thinks we don't put enough time into keeping the streets safe from the average Joe criminal. When was the last time you broke up a robbery or something?" Spider-woman asked.

"Dunno," Ms Marvel said with a slight shrug. "Unless you count the ones who just run as I fly overhead, it's probably been a year at least."

"My point exactly," Peter said triumphantly. "Three store robberies, six muggings, a rape, five purse thieves and a hostage situation."

"This year?" Spider-woman said, a slight stutter in her voice.

"Today."

...

Night fell and left with the first traces of early morning. Peter entertained himself during the long hours by idly flipping through channels on the Avenger's large-screen television. Of course, since he had all this time to himself, there was nothing good on any of the nine hundred channels. _Boring, boring, seen it, boring, lame, do I even wanna know, boring, _he thought as he passed by each channel, discovering nothing of any interest until finally...

"Hello Spider-man." The channel changed all on it's own, showing a three dimensional rendering of what looked like a butler's head. "There is an incoming transmission from Charles Xavier's Institute for Gifted Youngsters. Please stand by while I secure the tranmission." The screen filled with snow.

"Umm..." Peter muttered, looking around for some assistance, as he had no idea what was going on, "A little help..?" he asked nobody as a bald man's head appeared on the screen. Unlike the butler's head, this man was real.

"Anthony we..." The man said, but stopped himself and cleared his throat. Peter recognized the man immediately. It was Charles Xavier, a leading expert in the world of genetic mutations and founder of a supposed 'mutant school.' The only reason he knew this was because he had dated a mutant in high school. "I'm sorry," Xavier said as he collected himself, "I don't believe we have been formally introduced. My name is..."

"Charles Xavier," Peter said coolly, doing his best not to have a miniature freak-out. "Leading name in genetic mutations. I'm Thor, by the way."

"My boy, one of my students here used to have her room covered with your posters. I know for a fact that you are Spider-man, not Thor, who I have had the pleasure of meeting." Xavier said with a smile. "But enough of this. The Brotherhood member named Mesmero has taken over the mind of one of my X-men and sent her on a path towards New York. I cannot scramble a team in time and need assistance, as she could prove to be a..."

"_Name,"_ Ms Marvel's powerful voice said as she glided into the room.

"Miss Danvers," Xavier said warmly, "what a pleasant.."

"Is it _her?_" Ms Marvel stated questioningly.

"I.." Xavier began.

"Is it her?" she repeated angrily, "is it _Rogue!?"_

"Yes." Xavier replied in a defeated tone.

"I'm on my way to intercept," Ms Marvel grunted before turning and shooting out the room so fast that Peter barely had time to register what direction she was headed in. He did his best to follow her, only taking the time to warn Spider-woman about what was going on before sprinting towards the main exit.

As soon as he was outside, he realized his mistake. There was no way he would be able to actually catch up with Ms Marvel, even if she went at a slower pace. But he still had to try. He swung at full speed in the direction he thought she had gone. forty minutes later, he was about to give up and turn back when two bodies crashed into a parking garage.

He launched himself towards the hole in the side of the building as he heard a woman's savage roar of pain.

"_GGGGAAAAHHHHH!"_

"You took away my life!"

"_Unnnggg!"_

"My memories!"

"_I'm sorr..."_

"_My identity!"_ He heard Ms Marvel shout as a woman's body was thrown towards him. He ducked under it and rushed to the woman's side, ready to check for injuries. The first thing he noticed was the woman's dark brown hair with a single streak of white. The second was the gloves. He was forced to abandon his examination as the woman got to her feet and shot over his shoulder.

"_Ms marvel, can't hold on to anything in her life can..._get outta ma head Mesmer..._the drunken..._OUT!..._super-slut..._It's ma life!..._wears that outfit to get some attention..."_

"Shut up!" Ms Marvel shouted as she charged forward and her fist connected with the woman's jaw hard. Peter winced at the supersonic impact sound, understanding that if he had been hit that hard, he would be dead, and that told him he was in a very dangerous situation as the woman punched Ms Marvel back, creating the same sound.

Peter's eyes shot past the duelling femme fatale's and to the horrified-looking family of four huddled in a corner. His eyes widened as Ms Marvel sent an energy-charged fist strait towards the woman, who dodged, and the blow impacted the wall behind her.

"Stop!" Peter shouted as Ms marvel thrust another punch forward. Again the blow was dodged and it impacted the wall, causing small pieces of rubble to fall to the ground around them as he rushed over to the crouched family. "K folks," he said in a hurried voice, "nothing to see here, just your everyday...whoa!" He pushed all four bodies out of the way as Ms Marvel was thrown into the wall where they had been standing.

"Get outta ma head creep!" the woman shouted as she hovered in midair. "_How's Mar-vel? Still dead?" _Peter watched as Ms Marvel got to her feet and charged her opponent once more, causing a seismic shock-wave to blast outwards and send more chunks of rubble to the ground.

"Move!" Peter shouted as a large piece of concrete fell to the floor. "Go! Go!" He shouted as the family bolted for the nearest exit. Meanwhile, He attempted to break the two of them apart, only to receive an elbow to the face in return. He sprawled on the ground and spat out three teeth before getting to his feet once more. He reared his fist, ready to attack, but pain lanced up his arm, informing him that it was broken at the very least. _Crap,_ he thought as he assessed the situation. There was no way he could match either of them in a fair fight, so he searched for an alternative way of beating them.

Deciding to use his brains this time, he shot several lines of webbing towards both women, hoping to pin them apart. Unfortunately, they where both so strong that either they ripped chunks of wall loose or pieces of fabric from their clothing. As he had tried to restrain their hands, both women lost their gloves as they continued to brawl.

The woman launched a particularly powerful blow to Ms Marvel's face, which sent her to the ground. In less than a second, the woman was on top of her once more, pounding away. Peter could see a change in the fight. Ms Marvel was moving slower with each landed blow, while the woman was moving faster and seemed to be hitting harder. Knowing he had to do something, he mustered all his strength and struck the woman in her temple with a single blow that did little more than appear to phase her on the surface.

But Peter also noticed a change in her expression. One second she looked angry, and the next she looked scared.

"Ah...no.." was all she said before shooting out the side of the building. Not giving the fleeing woman a second thought as he re-adjusted his injured arm and stumbled over to where Ms Marvel lay.

"Where's the bitch..." Ms Marvel muttered as her eyes fluttered open and she attempted to get to her feet.

"Easy," he said as he placed a hand on her shoulder, stopping her. Surprisingly, she offered up relatively little resistance, confirming two of his theories. The fight had somehow drained her of her strength. "As much as I'd like to see you tear up your costume more in a babe-on-babe fight, Avengers vs X-men sounds like a corny comic book title."

"Not in the...mood," Ms Marvel said as she started to sway on her feet. The only thing keeping her upright was Peter's arm. "I've gotta..."

"Get some rest," he said sternly. "Then you can finish demolishing the city. Can you fly?"

"I..." she muttered as she straitened herself. With a simple pump of her legs she hopped upwards and remained in the air for a second before crashing down. "That...that bitch..she..."

"'K," he said as he wrapped his injured arm under her shoulders. "We're gonna try this. I dunno how far I'll be able to go with my bum arm and all but..."

"How far out are we from headquarters...?" she asked, still in a slight daze.

"About forty minutes by swinging. And that's just me with two good arms," He replied as he guided her to the edge of the building and prepared to swing.

"Shit..." she said, "are you gonna...?"

"I'll never make it there," he said, "It'd take me at least an hour. And that's assuming I don't pass out from the pain." He finished with a grunt as he prepared to swing, "my apartment's not far from here. We'll stop there and I'll call HQ and get someone to pick us up. Hope you don't get motion sickness." He finished as he jumped into the air and began to swing. Almost immediately intense pain shot through his body with each flex of every muscle. Out of the corner of his eye he watched as Ms Marvel passed into unconsciousness as the sun's first rays struck her golden hair.

He winced every time he shot out a new web-line, and the added weight of the woman he was carrying didn't help at all. And to top it all off, he heard a woman's scream coming from below. Cursing inside, he changed course, heading for the source of the scream.

He came to a halt on a rooftop and set Ms Marvel down, whispering, "I'll be back in a sec," to her sleeping form before crawling to the edge of the roof. Below him was an alley with three people in it, two men and a young woman. One of the men held a knife while the other held a crowbar.

"Just give us the fuckin' bag lady," the crowbar wielding man demanded.

"An' we ain't gonna hurt cha," the knife wielder finished with a grin.

"Right," Peter shouted as he jumped down from the roof and landed between the men and the woman. "So you won't mind if she takes everything of value out first and stuff's it in her pockets?" He said with a weak smirk. Despite his injuries, he was fairly certain he could handle two petty purse-snatchers.

"I'm gonna bust you up, bug," the man with the crowbar said as he tapped his open palm with the iron bar.

"Ohh," Peter said mockingly, causing pain to shoot up his ribs, "I'm scared. Looks like Ock and Gobbie have got some stiff competition. Gliders and tentacles have got nothing on a punk with a run-of-the-mill hardware store crowbar..." he laughed as blood trickled out of the side of his mouth.

"Looks like someone beat cha too it Frank," the knife man said with a smile. "What's the matter, bug? Run into a windshield wiper or sumthin' like that?"

"Something," he said with a grin as the two men stepped forward. Before they could do anything else, they where both struck by a blast of yellow energy from behind and above.

"You idiot..." Ms Marvel grunted as she slumped down on the roof and the intended victim ran past him. He crawled up the wall as Ms marvel continued. "couldn't leave it to the cops, could you?" she finished as she passed into unconsciousness once more.

"Wouldn't be very heroic-like of me," he said to no one as he shot into the air again. It took him another five minutes to reach his apartment. He crouched low and pulled up the roof access hatch that led to his apartment. He had discovered it long before he moved in, and had requested that specific one when he rented it.

The apartment was small, only four rooms. One bedroom with a double bed in it, a bathroom, kitchen and living room that where all connected by a single hallway. He set the still out-cold Ms Marvel down on the bed and did a quick change of his own clothing in the bathroom. Even though he was not a virgin, he didn't think Ms marvel would like the idea of waking up to the sight of his manhood hanging out in front of her face. _Might just get me killed,_ he mused as he heard a slight rustle from behind him.

"..the hell am I..?" Ms Marvel asked groggily, "did we make it back to.."

"No," he smiled, "you're in my apartment. There was no way I'd have made it back while carrying you. See if anything of mine'll fit you. I don't think you want to go flying around with that much skin exposed," he said, indicating to the large tear across her back. "And I'll call HQ and arrange a ride." He finished as he slipped out of the room and into the kitchen, where the landline was located. He quickly dialled the secret Avengers number he had been given.

"Hello?" the voice of Spider-woman answered, "who is..."

"Your male counterpart," he replied wittily.

"Spidey!" she half-shouted. "What happened? Where's Carol? I thought you'd be back or something by now!"

"We're both here, at my apartment," he replied, "there was a little throw-down and Ms M's not able to fly for some reason. And I think I busted my arm, so I couldn't make it all the way back. Can we get a Quinjet to come pick us up?"

"No-go," Spider-woman said, "Doom made a move for Wakanda half an hour ago. I scrambled Cage, Fist and DD for that. And the other one's still busted from the crash last month. I'll see if the F4 can..." Peter quickly put the phone on the hook as he heard the click of a key being slid into the lock of his door.

...

_My head..._ Carol thought as she opened her eyes. She found herself surrounded by unfamiliar walls as she sat up. To her relief, she was still wearing her clothes. She was sitting on a bed in a small apartment, and there was a light on in the bathroom across the hall. The last thing she remembered was blasting two thugs in the middle of the street who where in the midst of a standoff with Spider-man. She tried to stand and succeeded, but only barely. She wobbled on the spot for a few seconds.

"...the hell am I...?" she pondered out loud, "did we make it back to..."

"No," a man said as he stepped out of the bathroom, dressed in a white t-shirt and worn jeans. "My apartment. There was no way I'd have made it back while carrying you. See if anything of mine'll fit you. I don't think you want to go flying around with that much skin exposed," Carol blinked in astonishment. Why was this strange man helping her? It took her a few minutes to even properly place his voice. _Spider-man.._ she thought as she stumbled to the dresser and pulled open one of the drawers.

_No...not Spider-man..._she thought as she struggled to remember his civilian identity. Despite the Avenger's rule of revealing one's identity to the entire team in order to avoid imposters, people still referred to each other by codename most often. _Peter, I think it was...Peter Perman? no...Perchant? _She continued as she pulled out a pair of grey sweatpants from his drawer.

One of the downsides to her half Kree DNA was that she was taller and broader than most normal women, and even most men, standing as 6'8. That made finding clothes a huge problem for her. She slipped off her tattered uniform and into the sweatpants, finding them a perfect fit. Another minute of searching and she found an old, very large t-shirt that she managed to cover her DD+ sized breasts with relative comfort, which was another rare occurrence for her. She smiled at this stroke of luck as she looked about the room, finding a series of plaques and pictures.

One plaque read: 'Midtown High-school highest grade average award 2003' and underneath the bold writing was the name 'Peter Parker.' She moved on to the next as she heard the dialling of a phone in the kitchen. She found herself looking at a picture of a ten year-old boy sitting in a boat with an older man in his forties. Though the photo was faded, she could see that thee boy had sandy brown hair and was wearing an 'iron man' shirt, and that he was very happy. She shifted her attention to the man, who was dressed in a fisher's hat and jacket. He wore worn out khaki pants, and underneath his jacket Carol could make out a familiar design on the shirt, she just couldn't place it in her memory.

"Aunt May!" she jumped slightly as she heard Peter call out, "what...what are you doing here? You...I mean...um..."

"That's the thing about family dear," a older woman's voice replied, "they sometimes like to show up unannounced! I called you last night, but you didn't answer, so I thought I'd drop in for a little visit!"

"I...umm..." she heard Peter stutter through the open door.

"Absolutely speechless, aren't you Peter?" the woman said merrily from the hall, "I'll just set my bags down in your room and we'll go out for some breakfast, okay?"

"No, wait Aunt May! I..." Peter stammered as shadows appeared in the hall. Carol thought about making a break for the window, but she was unsure if she could open it in time without making a sound. And she wasn't sure if there was something for her to stand on, seeing as her flight capabilities weren't working right.

"Relax Peter," the woman said as her shadow got even closer, "there's nothing in your room that would surprise me, you did live in my house for eleven years, remember?" Her shadow disappeared as her actual form appeared in the doorway, facing away from it. "It'll take a lot for you to surprise this old...oh!" The woman stopped as soon as she turned into the room, staring at Carol, who did her best to smile weakly at the humour of the situation. The woman appeared to be in her late seventies or early eighties with short, grey hair and wrinkled skin. She wore a long brown synthetic fur coat and carried a black purse in one hand.

"Um...Hello?" Carol offered as she tentatively reached out a hand, which the woman shook gently as Peter entered the room, looking extremely flustered. She couldn't blame him. Although her superhero identity was technically not a secret, she still preferred not to tell people. She guessed that Peter was in a similar position. _Why aren't I thinking of him as Spider-man?_ She thought briefly.

"Aunt May this is..." He began to say, but choked on his words.

"My name's Carol," Carol said with a weak smile, "Carol Danvers. I'm a friend of Peter's from..."

"The Bugle," Peter cut in, "Carol's one of the new columnist's Jameson hired a few months ago and um..."

"Oh," Peter's Aunt said with a warm smile. "Peter, I believe I left the door open and unlocked, could you check it please?"

"Um.. sure," Peter said as he slipped out of the room. The woman's expression changed from a warm one to a frightening one as her grip on Carol's hand tightened. Nothing compared to what she could do, but the gesture was clear with intention.

"Listen good," his Aunt said with a threatening whisper. "My nephew has been hurt to many times to count, sometimes by those he trusts. If I find out you've hurt him, or are using him in any way, you're a dead woman walking. Understand?"


	10. 10: Training Day

"What happened here?" Jean Dewolff asked as she crossed the yellow tape. She was met by a stoically faced FBI agent in a suit.

"Two teens ran out of here screaming blue murder. Someone called the cops, and they called us, and this is what we found." The agent replied, as he led her around the corner. The flickering police lights illuminated three bodies being examined by a team of forensics experts. "There've been several similar incidents across the state, and we think they're all by the same team. Or individual."

"How can you be sure?" Dewolff replied as she crossed her arms. "People get gunned down on this street all the time. It could be a co-incidence."

"Not likely," one of the forensic experts said as she stood up and turned to face Dewolff. "The sheer amount of skill that it would require for a group to take down three people quickly and quietly is rare. And it would be almost unheard of for one person to do it alone. And a gun wasn't involved on the attacker's part."

"Lady, we're in Super-villain grand central station," Dewolff said as she crossed her arms, "for all we know, this could be some Green Goblin wannabe trying to make a name for himself."

"I don't think the Green Goblin's got anything to do with this," said another one of the forensic examiners, this one a man in his thirties with curly brown hair. "From what I read in the Bugle, he likes to shoot people with his glider and throw grenades at them. Whoever did this had a much more brutal approach."

"Define brutal," Dewolff scoffed, _New York has a much different definition of crime,_ she thought.

"Does being stabbed and sliced by a plasma torch count as brutal?" the man answered as he gave her a clear view of the bodies. All three had been cut into several pieces, but there was a lack of blood, the wounds having been sealed by heat. It made the hardened police officer sick inside.

...

"_YYYEEEERRRRGGGG!" _was followed by a series of rapid smacking sounds coming from the avengers training room, forcing Peter to rise from his chair and check out the disturbance. It was late at night and he was spending a quiet evening in the Avengers Mansion. Crime had taken a downturn in the last few weeks, and Peter was taking the time to relax as much as possible.

Not entirely possible when someone is wailing on a punching bag in the next room like their life depended on it. Although he was fairly certain of who it was, he still went to investigate. His suspicions where confirmed once he saw Ms Marvel striking a heavy bag. She had her hair tied back in a ponytail and wore a midriff-exposing workout outfit that was dripping with sweat.

Although he hadn't said anything to her about it, he had noticed a change in her demeanour. Before she had been aloof and methodical, and now she was more direct and aggressive. He just stood on the spot as she delivered a particularly powerful powerful strike to the reinforced bag.

"Trouble sleeping?" he asked in a break between blows. "That happens sometimes. Me, I keep hearing a blonde bombshell going off."

"Sorry about that," she said as she resumed her striking of the bag, keeping her strikes more reserved this time. _Wait, did I just say..._

"And what demons are keeping you up?" he asked her, unintentionally interrupting her train of thought as he did so.

"I don't have demons," she snapped as she threw a few kicks into the mix of blows. "I'm air force. I'm an Avenger. I deal with things and move on. End of story."

"You're also human," he replied with a slight shrug as he approached her.

"Unlike you," Ms Marvel snapped, "I'm half human. That's something I have to deal with on my own, because there's no one in the same position as me."

"You're kidding right?" he asked as he came to a stop three feet from her.

"I don't kid," she said briskly as she wiped the sweat off her brow. "Kree don't know how to make jokes. So neither do I."

"And spiders don't know how to walk on two legs, talk, punch baddies and eat hot dogs," he smirked lightly, "Yet I do all this things. Sometimes more than one at a time." This got her attention, as she stopped her workout completely to turn and face him.

"The Kree are bred to be the best warriors. I don't know if you remember, but they tried to take over the planet once and nearly succeeded. The only reason we won was because we where better, but only barely." She said coldly as she stared down at him, "I'm half Kree, so I need to train twice as hard to be as good as them. And I don't want to be caught unprepared. So I train whenever I can, even in my spare time. Maybe you should consider doing the same."

"I get lots of practice," he said with crossed arms.

"Witty replies don't count," Ms Marvel said coldly. "I train four hours a day. SEALS train for six. When was the last time you trained for more than five minutes?"

"You want training?" he offered with a smirk and a raised eyebrow. "Follow me and I'll show you."

...

"This isn't training," she said as they both sat crouched on the roof of a high-rise building. "This is a waste of my time."

"Really?" Peter offered as he tuned his enhanced hearing to the sounds of the city. "Because I can hear six separate sirens, Two of which are police, and one ambulance and three fire engines. I can hear people shouting in a domestic situation with a crying baby and I just heard three gunshots."

"So?" Ms Marvel said with a shrug, "It's not like we can stop them all. Our time would be better spent preparing for a larger threat like a doom-bot or something."

"Our time would be better spent helping in any way we can," he replied with a snap. "Sometimes helping the people means pulling cats out of trees one at a time." A brief image of Iron Man climbing a tree to pull out a cat popped into his head, making him smirk at the corners of his mouth.

"Sound's like I'm a little bit of overkill," she said as the wind ripped at both of them. He watched as Carol wiped the hair out of her face as she continued, "I might break the cat. Or the tree. Or the little old lady."

"Well what's it gonna take for me to convince you to participate?" He asked her.

"A lot," she replied with a slight smirk.

"All right, how about a contest," he said as he stood up strait and clapped his hands together. "We go our separate ways for an hour. Whoever stops more bad guys wins. If you win, you can do whatever you want with me, like use me as a human punching bag for an hour or something."

"And if you win?" Carol asked as she imitated his stance.

"You have dinner with me and my Aunt next week," he said with a smile as he prepared to swing, "she's been pestering me non-stop about getting you to come over for dinner."

"It's a deal."

...

The wind whistled past her ears as she shot through the city. Her hair was whipped back and forth by the gusts of air as she searched for one of New York's many crimes. It was an exercise that she was surprised to find herself enjoying much more than she had anticipated.

Usually when she flew in New York, she was above the buildings going super-sonic, or she was in the midst of a fight. But now she was close enough to see the minute details of the city. She could see parents putting their children to bed in rooms plastered with posters and littered with an assortment of toys.

She watched from above as a young couple walked down the street, arms wrapped tightly around one another in an embrace with clear intent. Somewhere in her heart, it pained her to know that she had never actually done something as normal as walk down the street, holding a date's hand. She had always been studious in High-school, staying up late at night to achieve the highest grades possible, in a vain attempt to gain her Father's admiration.

And she had joined the air force right out of High School, and dating opportunities where thin on the line, even without the extra hours she had put in, eventually becoming a full-time fighter pilot and earning the attention of NASA.

She had practically jumped at the opportunity to work with the space agency. Only, she soon discovered that she lacked the 'right parts' as one of her superiors had put it, and wound up as a security guard on a remote outpost in the Rocky mountains.

That's where she had met Lawson, and started her first real romantic relationship. Things had been going well, until the Kree came and screwed everything up in her life.

"_Lawson! What's going on?" she shouted as two blue skinned aliens approached her with what looked like guns. _

"_Mar-Vel, you are hereby named a traitor to the Kree empire and will be terminated immediately with extreme prejudice," one of tee aliens said as it aimed it weapon at Lawson. _

"_Nor-Var, we don't need to eradicate the humans!" Lawson shouted as he motioned for his watch. He pressed the top of it. The Lawson she knew was replaced by another alien, who held out a hand for her. "Carol, listen to me I..."_

"_ACTIVATE THE PSYCHE-MAGNETRON!"_

"_No!"_

The next few months had been hell for her. She discovered the truth about Lawson, that he was really a Kree warrior sent to examine Earth for potential threats. She also discovered that she had been imbibed with superpowers. _Talk about culture shock,_ she thought as she continued to fly through the city, looking for any trouble.

And she didn't have to look far to find it. Loud shouts alerted her to a nearby gang beating taking place.

As she shot downwards, she took notice of the two men huddled in the centre, trying to shield themselves from mighty kicks and punches.

"_Ahem,_" she said as she came to a stop several feet above the jeering crowd. All faces turned up to face her, and she saw both smiles and cowardice emerge. "_You've got to the count of three. One."_

"Lovin' the outfit!" one person jeered. "Can I smell you!?"

"Two," she continued.

"How 'bout the sash?" another man hollered. "Can I have that to remember you by whenever I wanna jack off?"

"Three," she said as she raised her hand, preparing to knock them all to the ground with a single blast of energy. She watched as people began to run for cover as the yellowish energy gathered around her fist. She reared her fist back to fire, but stopped herself. It would be overkill, like she had told Peter before. She realized she needed to teach these people a lesson in humility.

So she resorted to hand-to-hand combat. Crowbars and two-by-fours and baseball bats where useless against her super-dense skin. She snapped arms with ease and sent attackers flying with practice.

She twisted the hand of a man who copped a feel of her chest in the midst of the flurry of action and sent him flying into a wall. She snapped her leg out as another man made a move to grab her from behind and headbutted the last one into submission.

Her chest heaved as she looked around for any more threats. Adrenaline pumped through her body in a way she had never experienced before, and she liked it. She smiled as she shot upwards into the air once more to search for more crimes. She had less then ten minutes left, and her competitive side wouldn't allow her to lose.

She searched the city vigorously, scouring every corner, but came up empty and decided to return to the arranged meeting spot. In less than a minute, she arrived, only too find herself alone. Ten more minutes passed by and she was still alone. Half an hour more and she couldn't take it.

She resumed searching, this time for Spider-man, not just criminals. Her heart raced faster and faster as time soldiered onwards. She even called the mansion, almost fearing something was wrong.

"Something wrong Carol?" Captain America said on the other end of the line.

"Is Peter there?" she asked, doing her best not to sound worried.

"Who?" Captain America replied.

"Spider-man," she said as she came to mid-air halt, "is he there?"

"No, security shows him leaving with you two and a half hours ago. But I'll call you if he shows up."

"Thanks Cap," she said as she shot forward, going much faster. She swerved past skyscrapers and under bridges, using all her senses to try and locate him.

"Spider-man!" she called out several times in repetition. The fact that she didn't receive an answer only added to her growing worries. And seeing several strands of webbing outside of a house with six police cruisers parked outside didn't help at all. "_Spider_-_man_!" she shouted as she dived down at top speed, practically breaking the door down as she entered the house, ready for a fight.

Her sudden entrance also startled the ten police officers inside, all of whom had drawn their firearms and pointed them at her.

"Where is he?" she half-demanded, half-growled as she felt her hands charging with energy.

"he's...upstairs..." one of the police officers said. No sooner had the woman finished then Carol zoomed up the staircase and into the first room with an open door. No one was inside, so she went for the second and found nothing. She threw open the door of the third room and found Peter just standing in a corner, doing nothing.

"You ass-hole!" she shouted as she grabbed his shoulder and spun him around and pinned him to the wall. With her free hand, she struck him across the face with a mildly hard slap. "Where the hell where you! I.." she stopped as a small fist punched her thigh. Shocked, she turned around, finding that a small Israeli boy, no older than six years old staring up at her.

"Don't hit Spider-man!" the little boy shouted as he pounded his tiny fist as hard as he could into Carol's upper thigh.

"Anah," Peter said as he slid out from between Carol and the wall. "What did I say the first rule of being a superhero is?" He continued as he crouched low, coming face-to-face with with the boy.

"Never ever to start a fight ever," the boy, Anah replied as he looked down at the floor as Peter moved closer to Carol's ear.

"Yes. Now go find your sister," he said to Anah, who darted out of the room before Peter started whispering, "Their parents where gunned down while at the supermarket. Child services is in a flap because of the nature of the whole situation. And the kids don't know anything, and I'd like to keep it that way."

"Why won't child services help? Is it because they're Islamic? They can't do that!" Carol whispered back with a slight hiss in her voice. "It's illegal!"

"No," Peter said quietly, "The police think at the mom was a mutant, so child services has to wait for a specialist to come examine the children so they can be placed in 'proper' care. The specialist should be here in the hour. Oh, and you'll never guess who the sister has plastered on her wall," he finished with a smirk.

"You?" Carol replied with a slight smirk. _That would certainly boost his ego, _she thought with a grin. About five seconds later, she was proven very wrong.

"What is it now, Anah? I told you I don't care that..." A girl's voice said as she stepped into the room. She looked to be about twelve years old, with shoulder length black hair. Ear-buds dangled down from her ears and into the Ipod clipped to her jeans. Carol's eyes fell on the girl's black shirt with the familiar lightning bolt insignia. _"AAAAAIIIIEEEE!"_ a high-pitched squeal escaped the girl's lips as her eyes focused on Carol, "You're Ms Marvel! _AAAIIIEEEE!_"

"Um, hello...?" Carol said, rather weakly as she waved a small greeting.

"OMG! Ms Marvel is in my house! I can't...I um...AAIIIIEEEE!" the girl continued in her feverish rant as she ran from one corner of the room to the other, ranting, "ohmygodohmygodohmygod thankyouthankyouthankyouohmygod."

"See Miki?" Peter said, "I told you I knew Ms Marvel and you didn't believe me. Now how about we sit down and calm down so our friends downstairs don't freak out, okay?" he finished. Carol watched as he aimed his wrist towards the ceiling and sprayed a line of webbing, attaching it to the ceiling in two places and making a makeshift swing. He repeated the process once more, creating an exact duplicate.

"Yeah!" Anah squealed as he jumped onto one of the swings. "Do you think mommy and daddy will let us keep them?"

"Umm," Carol began, but the words were caught in her mouth.

"It doesn't matter," Peter cut in as he removed one of his gloves, revealing a wrist-mounted device that reached into the middle of his palm. "Because they'll start decomposing in an hour."

"Why?" Anah asked inquisitively.

"The enzymes start to break down," Peter replied, "like in a real spider-web."

"So you aren't a real spider that turned into a person come here to protect us?" Miki asked as she sat on the swing opposite her brother. "That's what Parker Booth from school told me!"

"For the most part, no," Peter said with a shake of his head. "I'm just a regular guy who was somewhere he wasn't supposed to be at the wrong time."

"Really?" Anah asked as his eyes widened, "what happened?"

"Boring," Miki said as she turned to face Carol, her eyes just as wide as her brother's, "Are you dating Iron Man?"

"I...what...?" Carol replied, completely flustered.

"She asked you a question," Peter said as he leaned forward, not bothering to hide the smile behind his mask. "Are you dating Iron Man? It's fairly strait-forward if you ask me."

"I..no,' Carol replied as she shot Peter a dirty look. "I'm not dating Iron Man."

"Good because he's a jerk-face," Miki said without pause, "You should date Thor! He's like super-hot. Or Captain America! He's hot to. But not as hot as Thor. He's like an eight while Thor's a ten or eleven." Miki continued as Carol and Peter both stifled laughs.

"I wanna know how you got to be Spider-man!" Anah said with a pleading voice, "Please!"

"Hmmm," Peter said as he scratched his chin. "Alright, I guess. But'm gonna change people's names to protect them, okay?"

"Okay!" Anah grinned, "yeah!"

"Hm," Peter said as he sat next to Anah. "I guess I should start at the beginning. When I was fifteen I snuck into a science lab. I got lost and wandered into a room filled with spiders."

"Did one of them bite you?" Anah asked intently.

"Yep," Peter said with a shrug, "on the back of my neck. I got really sick and barely made it home."

"And then you became Spider-man!" Anah shouted gleefully.

"No," Peter said with a shake of his head, "not right away. In the beginning I was...well..I was what your sister would call a jerk-face. I only wanted to look out for number one, me. So I got into some underground fights to make money. And I did really good, I won every time." He continued as Carol gave what he was saying deep thought. "One day, as I was leaving, the manager was robbed."

"Did you stop the bad guy?" Anah asked.

"No," Peter said, much to Carol's surprise. _All that crap we gave him about wasting his time on the streets... _she thought with a pang, _I must've looked like a real bitch._ "I didn't. I let him go. After all, stopping robbers is the job of the cops, right?" _I said the same thing to him..._ she thought as he continued, "And when I got home, I found a police cruiser outside my house. My...someone I cared a lot about had been killed. And they where chasing the man responsible. But I got to him first and...it was the same man I had let go earlier." He finished as a woman with long red hair entered the room.

"Are you the specialist?" Carol asked as she got to her feet.

"I am," the woman replied with a warm smile. "I'd like to speak with Anah and Miki alone, if you please."

"Sure," Peter said as he got to his feet. Carol watched as he dug his hand into the base of his web-shooter and pulled out a small cartridge. "Anah, catch!" he said as he tossed it to the boy, who caught it with glee as Peter made his way to the door. Carol smiled as she attempted to replicate Anah's expression on his sister's face. She slipped her hands down to her waist and to the sash she had wrapped tightly around her body. With a single motion she pulled it free.

"Miki," Carol said as she passed the girl, draping the garment over the girl's shoulder as she did so. "Wash it in cold water only or it'll shrink." She finished as she followed Peter out the door and down the stairs. She gave the police an approving smile as she made her way out the door and into the night air.

"Well I've stayed out longer than I should have," Peter said to her, "Especially since I've got work to do in the morning and It'll take me an hour to get home and...whoa!" He finished as Carol wrapped her arms around him and shot skywards. "Warn me next time!" he shouted.

"Alright," Carol smirked, "do you want me to drop you off at your apartment or into the middle of the street?"

"My apartment would be preferable to the middle of the street," he said as they whipped through the streets at a third of the speed of sound. She turned on a ninety degree angle to make the final stretch before coming to a halt above the apartment roof. Gently, she lowered herself, and by extension Peter, onto the gravel covered roof.

"So am I gonna get my ass handed to me tomorrow?" Peter asked as he gazed up at her, "I only took out five before getting caught up in that...situation."

"You lose," she said with a playful smile. "So now I get to do whatever I want with you..." she teased playfully.

"Oh crap," he said as he backed away slightly. "Just don't go for the fave. I need it to talk with and look pretty."

"Normally, I would use you as human target practice, but after tonight..." she said in a sultry voice as she pinned him to the wall with one arm. With her other arm, she lifted his mask to just above his nose and planted a swift kiss on his cheek. "...shall we say, lunch tomorrow in Times square?" she finished with a smirk.

...

A figure watched both of them from deep in the shadows across the street. A scowl crossed the sublime features as the figure tightened it's fists into tight balls in fury. As much as the figure wanted to strike hard and fast, it knew enough to wait for an opportune moment. All it could do was watch and plan for the moment when things would unfold.

"_He's mine."_

_**A/N: Well, how did I do? What's going to happen next? Who's stalking Spider-man from the shadows?**_


	11. 11: Disastrous date

_The next day: _

"_PARKER, GET IN HERE!" _A hoarse-voiced J. Jonah Jameson shouted from inside his office. Peter stood up from the chair he had been sitting in for nearly half an hour and stretched briefly before striding into the square office. Numerous pictures littered the wall, most of them either praising the Bugle, promoting Jameson's political ambitions or slandering Spider-man.

"You rang, Jonah?" Peter smirked as he put the portfolio of photographs he was carrying down on the desk.

"You're a half hour late with your pictures, Parker, what do I pay you for?" Jameson shouted as he massaged his temples that where covered in greying hair. "I take you in off the street and give you a job. The least I expect is for you to be punctual and on time and..."

"Jonah, I've been waiting outside for half an hour," he replied as he opened the portfolio, "and this is what I've got. Some shots of Spidey going around New York yesterday. Two robbery break-ups and a mugging and..."

"Jonah," Robbie Robertson said as he burst through the door to the office. "Sorry Parker," he apologized before continuing, "that murderer from last night struck again on Broadway street. The police say they've got five more bodies in hell's kitchen. Same story, cut apart by a blowtorch-like weapon of some sorts."

"Good," Jameson said as he slammed his fist on to the table. "Parker, I'll take the first three of these if you go get me some decent photo's of some dead bodies on the double."

"But Jonah I.." Peter began to protest.

"Do it or you're fired!" Jameson shouted bitterly.

"I'll do my best," Peter muttered as he turned and left. He shot through the office, figuring he had an hour before he was supposed to meet Carol, and he figured the crime scene was about ten to twenty minutes out of his way. He was so lost in his thoughts that he crashed right into someone, and they both fell to the floor. "Sorry," he said as he helped the woman with the papers she had been holding. His eyes snapped to the badge clipped to her chest, "...Mary-Anne," he finished before fully getting to his feet and making his way past the blonde girl and to the door. He slipped into the elevator and pressed the 'down' button.

...

_Why the hell am I so nervous?_ She asked herself as she checked her hair in the lone mirror in her apartment once more. _I mean, I'm just doing this because of how well he treated those kids last night...and as an apology for hitting him when he definitely didn't deserve it._ She brushed a strand of hair out of her face as she fumbled in her purse for her lipstick.

_In fact, he should get some sort of medal or something. But all he's gonna get is bashed by that god foul-mouthed J. Jonah Jameson character. _She felt her hands begin to shake violently as she applied a new layer of red colour to her lips. Dropping the lipstick back in her purse, she straitened out her white blouse and flicked a strand of hair from her black pants.

She nervously checked the clock to see that it read 11:18_,time to go, _ she thought as she turned to the door of her mildly-sized apartment. After exiting, she made her way to he roof and, checking to make sure no one was looking, took off into the air.

She flew high enough that people wouldn't be able to recognize her from the street. Partly because she didn't want the media interrupting her lunch with Peter, and she knew she was somewhat sexualized in the minds of some criminals. The suit was her favourite, but she didn't like some of the comments that where made about her. Ironically, she was reminded of the time she had first attempted to apprehend the wall-crawling hero.

_"Fine by me," one of the muggers said as he slicked back his hair. "I guess I'll have to hold on to that body of yours pretty tightly while..." He was cut off by Peter aiming a web-bullet for his mouth._

_"Watch your mouth," Peter had interrupted, "we're in the presence of a lady."_

_"You just physically assaulted a man in front of your arresting officer?" Carol had said with a hearty laugh. "You must be as crazy as they say, Spider-man."_

She continued to smile as the mental imagery of that one simple action played out in her mind. She could have blasted the man to kingdom come right then and there, but somehow Peter's comment had turned harmful words into hilarious ones.

_"Correction," Peter had replied, "I'm babbling. Not stalling. There's a difference, you can look it up in a dictionary the next time you're bench-pressing half-ton weights with one hand, keeping that awesome figure of yours oh shit I just did myself in didn't I?"_

Yes. Peter Parker was definitely one of the more positive aspects of her life. She just needed to learn how to express herself properly.

...

True to what Robbie had reported, there where six bodies in the middle of the street. All of them had been hacked apart into two or three pieces. Two women and three men, all brutally killed for reasons he did not know yet.

_Well it's not anybody I've ever heard of, _he thought as he snapped pictures from his vantage point on the roof. The police still partially obscured his view, but he knew Jonah would accept that as a fact of life and move on and complain about something else. _Like Spider-man,_ _or my pictures of him...I mean me..._he thought as he snapped another picture and his phone went off, alerting him to a text message.

It read,_ "U still coming? Or do I have 2 kick your ass?" _He sent his reply as he darted into cover and made an expedient change of clothing before shooting out over the street. He propelled himself forward as fast as he could. According to all available evidence, the fastest he could go was 120 miles per hour, which was no where near Carol's top speed of 400 miles an hour. And it didn't help that his spider-sense went off mid-swing.

...

"_Please don't lolz!"_

Carol sighed as she tapped the table, staring at the empty seat in front of her. Out of the corner of her eyes, she could see people casting glances her way. She knew what the must be thinking. _A woman like me, sitting alone at a restaurant with an empty seat in front of me with a glass of water. _

She checked her phone again, just to look busy. And to make sure he hadn't sent her another message. _Oh god, _she thought, _I'm turning into Jess, checking every five seconds to see if he's.._

"Hello again," a gentle voice said from behind, causing Carol to turn and come to face with an elderly woman. At first, she didn't recognize her at all and was about to snap something about being left alone when it donned on her who this woman was. It was Peter's Aunt, _May, I think her name is,_ she thought.

"Oh!" Carol said, "Um..._hi." _

"You do remember me, right?" May asked with a warm smile. "I'm..."

"Peter's Aunt," Carol smiled back as she offered a hand out for her to shake. "I remember, you threatened to kill me if I hurt Peter, remember?"

"Well, I'm glad I made an impression," May said as she continued to smile as she shook Carol's hand gently, "Have you seen him recently? He seems to be staying out later at night, as he's never home when I call."

"Well um..." Carol paused, trying to remain as inconspicuous. Which was extremely difficult for her, seeing as she didn't really have a secret identity of her own. "I think he said he's been putting in a lot of hours at his work." _how the hell can he put up with this crap?_ Her train of thought continued as she smiled outwardly.

"You mean at your work?" May smirked, "You do work at the Bugle with him, right?"

"I...yes...I work at the Bugle..." Carol muttered frantically, barely able to recall the name of the infamous newspaper publisher.

"Do us both a favour dear," May replied with a tilt of her head. "Don't lie to me, it's unbecoming or someone as lovely as you. What I want to know is _why_ You and my nephew felt compelled to lie."

"I..." Carol began, but she was cut short when something fell from the sky and impacted a car with a mighty crash. A mighty scream rippled through everybody present as a large, black creature dropped out of the sky.

...

Aunt May

"Do us both a favour dear," May said as she tilted her head to the side. "Don't lie to me, it's unbecoming for someone as lovely as you. What I want to know is why you and my nephew felt compelled to lie to me." _Does he really think he needs to protect me that much? There is no reason for it..._

"I..." May watched as Carol attempted to come up with a suitable lie. It was rather cute to watch, until something crashed into a car behind her. She turned in shock to see a towering figure with black skin and razor like fangs. She watched as the monster approached the damaged car, as a hand emerged from the roof of the car. Almost instantly, she recognized it as Spider-man's.

"Stay here," Carol snapped as she got to her feet and leaped over the fence separating them from the street.

"Where are you going!" May shouted as she watched the monster turn to face the oncoming Carol. Despite the fact that Peter had lied to her about the woman's nature, May instantly saw the connection they shared, and new her nephew would be devastated if anything where to happen to her. _No boy should have to lose as much love as my Peter has! _She thought as Spider-man leaped out of the wreckage. She also watched as the monster swatted Carol like a fly, sending her into a parked car.

May stumbled as she felt her heartbeat pick up and her head began to pound in pain. As she collapsed to the ground, she heard a voice that sounded so much like her nephew's.

...

"Ow..." he grunted as he opened his eyes and found his vision was somewhat blurry.

"Where are you going?" he heard a somewhat familiar voice call out, followed by a loud smacking sound.

"_I'm going to enjoy this..." _Venom's voice hissed as Peter saw a large, black shape re-enter his field of vision. "_spider-man, at my mercy at last. And so many people to watch as I tear your head from your shoulders._" Venom finished as Peter's vision cleared, giving him a good view of the monster before him.

"Not today, Brock!" Peter shouted as he kicked him away, before fully emerging from the remains of the car. Immediately, he felt the pain course through his body. _Note to self, don't get thrown into cars,_ he thought with a grimace as he assumed a fighting stance. "I've got a date, and I don't think you wanna see the woman when she's pissed. Then again, neither do I. Can we re-schedule for Auguary 32nd?" he asked with a smirk as Venom swung for his head, forcing Peter to duck and return the favour with a sweeping kick to Venom's leg. The blow did nothing to phase his gargantuan opponent, who brought his fists to bear on Peter, nearly crushing his head. Peter blocked the blow and entered a contest of brute strength.

"_So tasty..." _Venom growled as he flicked his tongue out towards Peter's masked face. _"I will savour you."_

"So you're finally going to do it, aren't you?" Peter grimaced as Venom's claws drew closer to his chest, "You're finally gonna kiss me, aren't you?"

"_Those are your last words, Spider-man!"_ Venom roared as he made one final push on Peter's defences, which finally gave way. Luckily, help was close on hand.

"NNNGGGGHHHH!" was followed by a powerful blast of energy that struck him in the chest, sending him flying backwards. Peter flipped himself to his feet and faced his floating saviour.

"Well at least I get to kick _somebody's_ ass today," Carol said with a challenge as Venom got to his feet. "And to think, I almost got all dressed up for nothing!"

"See what you did, Brock? You pissed off my date and now we're _both_ dead men," Peter smirked as he rolled to the side, out of the way of a charging Venom.

"What's his story?" Carol asked as she manoeuvred to his side. A quick glance confirmed that she was decked out in her black leather uniform with the lightning bolt.

"If you're gonna hang around me," Peter quirked as Venom roared and began a second charge, "you should get to know my rogues. This is Venom, his hobbies include gardening, flower arranging, baseball, visiting the children's hospital and trying to bite my head off."

"And there's someone inside, right?" Carol asked as Venom got closer.

"Yep. And he's right on top of you!" He warned.

"On it!" Carol replied as she slammed her fist into Venom's mouth and down his throat. He watched as she pulled Eddie Brock out with one clean motion.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

"And there's someone inside, right?" she asked as she heard the heavy footsteps get closer and closer.

"Yep. And he's right on top of you! Peter said in a warning tone of voice.

"On it!" She replied as she spun around and drove her fist into the monster's waiting mouth. Peter's concern was not lost on her as she yanked the man inside free of the sprawling suit. _Shouldn't I be the one concerned about him, since I'm bulletproof and all? _She thought as what remained of the suit sprouted tentacles.

Tentacles that snapped out towards her arm.

"What the hell?" she screeched as the black substance began to pull her in. "Get this crap off me!" she yelled as she felt her face being swallowed whole by what felt like thick, black oil.

"_Yessss..." _a raspy echo of her own voice called out as Carol felt her body dragged upwards into the air. _"The power..."_

"Hey, ugly!" Peter shouted as he propelled himself forwards with a sling-shot. "Don't go around eating beautiful women who can stand me for more than five seconds. They're hard to come by!" he said as he landed a punch to Carol's jaw. "And if you're in there Ms M, sorry about that!"

"_She doesn't exist anymore, Parker!" _Venom gloated with her voice, _"there is only Venom now!"_

"AAAGGGHHHH!" Carol screamed with all her might, trying to force her way out of the mess she was in.

"_Stay in there!"_ Venom growled as it summoned her ability to fire concussive blasts, and sent one flying towards Peter. He dodged, just in time and came around for a counter-attack with a powerful kick that did nothing to phase Venom, who had access to Carol's inhuman durability. With a single hand, Venom knocked Peter away like he was made of paper. Summoning up as much energy as she could, Carol tried blasting her way out, to no avail.

"Let her go Venom!" Peter shouted as he launched a series of kicks and punches towards Venom. "Go pick on someone your own size!"

"_Her feelings for you,"_ Venom snarled as Carol felt something violate her mind. _"do you want me to tell you what they are?"_

"I dunno what your mother tau...wait what?" Peter said in the middle of a combo, "Did you just..." he was cut off by a backhand from Venom as Carol tried to break free once more.

"...need...more...energy!" she shouted as best she could.

"More energy," Peter replied, indicating that he heard her as he shot two strands of webbing out towards Venom and pulled. Carol felt herself being dragged through the air towards a nearby transformer. "Insert 'take charge' reference here!" he shouted as electricity coursed through Carol's body.

"_Hahahahahahaha!" _Venom gloated as he latched his hands onto the machine. _"more...more power...!"_

"You want power ass-hole!" Carol screamed as she summoned every ounce of energy she cold absorb. She felt it build up to a climax, before she spread it out on every direction.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

_BOOM! _A titanic explosion knocked him off his feet as little chunks of symbiote splattered all over the place. In the centre of the explosion Peter saw Carol kneeling on the ground, panting as smoke rose from her body.

"Wow," he said as he approached her, stopping only to web the naked Eddie Brock to the ground was he did so. "Looks like you've re-defined smoking hot. We so need to put your picture in..."

"Spider-man! Ms Marvel! Spider-man!" foreshadowed a sea of reporters swarming them before they could get one more word in with one another. "Are the rumours true about the two of you?"

"I'm sorry..." Peter asked as he glanced Carol's way. "What rumours...?"

"We've got a source who's given us photo evidence of you two together over the past few weeks," A reporter chanted relentlessly. "My boss's source says you two have been going steady for a few months and..."

"'Going steady'?" Carol blurted, "where's your evidence of..." she began.

"Here!" another reporter shouted as she produced a photograph from her pocket. Peter took it from her and looked it over as an ambulance pulled up on the other side of the street. _This is from last night!_ He thought as he looked it over, eyeing the time-stamp and surprising quality. He also took note of the fact that is was of Carol kissing him on the cheek. _Well no wonder they..._

"Spider!" Carol shouted, getting his attention. He looked up from the photo and at her as she hovered in the air slightly and pointed to the parked ambulance. His eyes followed her arm, and he saw two paramedics taking a woman into the back on a stretcher, one of them giving her constant CPR. He didn't need to be any closer to the woman to tell who she was, as he had lived in the same house as her for most of his life.

He gave Carol a single acknowledging nod before propelling himself skyward.

And still, he did not see the single, blonde-haired figure watching him from the shadows, knowing the time had come.

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He was shoved into a dark room by two unseen guards, who would be nothing to him if he had his tentacles. But, he was not so fortunate in his situation. _I had him in my grasp!_ Octavious snarled at the thought. _I had him squealing, writhing like an insect under a boot! He would be dead if not for that bitch's interference!_

"Otto Octavious." A smooth voice called out, the speaker hidden by a shadow. "Know criminal offender. Wanted for ten separate murder charges and numerous thefts."

"I don't need my list of wrongful offences read out to me!" Otto snapped back at his unseen interrogator.

"I have something to offer you." the voice said plainly, "a chance for revenge against the one responsible for your most recent...incarceration."

"You should know as well as I that Ms Marvel cannot be beaten," Otto replied bitterly. "She walked through the six of us like we where nothing!"

"Take the experience," the voice replied, "and use it. You now know how powerful she is. And where she is weak."

"That woman cannot be defeated!" Otto snapped bitterly, "she is to strong!"

"When you want to bring down an enemy warbird, you don't shoot it's guns." The voice said very sternly as a small file slid across the table towards Otto's cuffed hands,. "You shoot for the pilot. You shoot for the heart." A brief moment of silence existed between them, until Otto finally spoke.

"And what do you want in return?" he asked.

"No unnecessary harm comes to Spider-man, understand? _He's mine._"

_**A/N: notice the by-name O.C. appearance?**_


	12. 12: deck the boss

"Carol, what do you think you're doing here?" Jessica asked as she planted her hand firmly on her hips.

"Post-incident report," she replied swiftly. "Cap and Tony's orders. they want to make sure that venom thing didn't addle my brains." Carol was still wearing her Ms Marvel outfit, albiet with the mask removed while Jessica was dressed much more casually. The raven-haired woman wore black track-pants and a green t-shirt.

"No," Jessica stated firmly as she pointed at Carol with one accusing finger. "You're avoiding doing the right thing because you're afraid."

"I _am_ doing the right thing, Jess!" Carol snapped, "I'm following orders!"

"Yeah-huh. Like when you didn't arrest Spider-man?" Jessica replied with a slight smirk, much to Carol's annoyance. "Twice? No...wait...three...four times?"

"This doesn't have anything to do with that!" Carol retaliated, more to herself than her best friend. "I was possessed by an alien life-form, and protocol dictates that I..."

"Fuck with what's protocol," Jessica said with force. "Do you think for even a second that if you and Spider-man where to switch places, that he'd be here, tied up with 'procedures'? No. He'd be right there in the hospital with you, getting you a coffee or something and saying something really, really stupid that makes you either wanna piss your pants or throttle him senseless."

"Yeah well..." Carol began halfheartedly as Captain America entered the hall. "I don't have a choice, do I?" she said as a slight sigh escaped her lips.

"Bullshit," Jessica snapped. "What's that corny catchphrase spidey's always spouting about doing what you can to make things right?"

"With great power comes great responsibility?" Carol offered with a reply.

"Yeah," Jessica said, "that one. What does it mean to you?"

"What's this about?" Captain America asked politely. He had his shield slung across his back and a armful of papers in his hands.

"Carol's being an idiot. Again. She should be giving Parker some much-needed emotional backup." Jessica answered a she folded her arms across her chest, disgusted. "Instead she's insisting on getting the green light and shit because she was 'compromised' today. The only way she's compromised is in the head, for refusing to go where she's most needed. But that's just my justified opinion."

"Spider-man was clearly the target of today's attack," Captain America said flatly. "And protocol states that he is to be in contact with one of us at least once every two hours for the next week. Ms Marvel, I'm ordering you to go and find him." Carol nodded slightly and got to her feet. As she exited the hall, she heard Jessica whisper faintly.

"Good one, Cap."

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He rubbed his forehead in frustration. He'd been sitting on a bench in the hall for nearly two hours and still, there was no word from any of the doctors. _Why the fuck did this have to happen? Today started out so well. Hell I kinda had a sort of date thing. Now Aunt May's in the hospital and JJ's gonna kill me for not getting him those pictures on time. So in addition to the possibility of losing the only family I have let, I might lose my job because I wanted to know for certain if she's okay. Gee god, you can be a real dick sometimes, you know that? _He continued his deep introspection as a doctor came up to him.

"Peter Parker?" the man asked, earning Peter's full attention. "We have an accomplished coronary surgeon on her way, and she should be here in an hour. It appears there was a case of atherosclerosis in your Aunt's heart that caused her to have a severe heart attack. She's still in very critical condition, and unconscious. Surgery should help her recover. But we need to discuss her coverage and health insurance."

"What's there to discuss?" Peter snapped at the man as he got to his feet rapidly. "she needs surgery. So give it to her!"

"I'm sorry," the doctor said apologetically, "I really am. But her health plan doesn't cover it, as it's been expired for the last ten months. And your coverage only covers immediate family, mother, father, wife, children... Unless you can cover everything yourself..."

"How much?" Peter asked the man point-blank.

"I'm sorry?" the doctor replied politely.

"How much is it going to cost." Peter said blankly and directly, "is a fairly strait-forward question."

"The surgeon's fee, plus the ambulance fee, hospital services, boarding fee, medication..." The man said with a grim voice, " and given her history of heart issues...it all adds up to...over fifty thousand dollars."

"Shit..." Peter muttered as he slid down the wall and onto the bench in utter defeat. He ran a hand through his hair as he pondered over his situation desperately. F_ifty grand...I don't make that in a year...and It's not like I can ask Jameson for a raise...but I'm gonna have to try. I'll have to get rid of the apartment and...I'm so sorry Uncle Ben...I didn't do what you asked. _

"We've placed her in a charity ward for now but..." The Doctor continued, "people aren't very charitable right now, with the economy being as it is and..."

"I get it," Peter snapped while he hid his face behind his hands, trying to fathom coming up with that much money. He felt tears slide down his cheeks as his emotions overtook him entirely. He did not know how long he had his eyes closed for before someone caught his attention by taking the seat next to his.

"Protocol dictates you not be let alone for more than two hours over the next week," he heard Carol whisper in a soft voice.

"Is that some lame-ass excuse to come spend time with me?" He muttered back as he opened his eyes to face her.

"Well we never really got to enjoy our lunch," she replied with a tilt of her head. "So I figured this'd have to do." She finished as she handed him a sandwich wrapped in plastic.

"Thanks," he muttered as he began to unwrap his food.

"What's the verdict?" she asked quietly as a hoarse shout was heard from down the hall.

"Fat build-up in one of her arteries plus massive emotional shock caused blood deprivation," He replied as the shouting became more audible, and somewhat recognizable. "In layman's terms, she had a severe heart attack." he finished in a defeated tone.

"Well at least they know what it is," she offered up with a shrug, "That's some good news. It means they know how to fix it, right?"

"Oh they're gonna fix it," he replied bitterly. "But only if they get their money. She's in a charity ward right now that's apparently running on fumes."

"Well how much is..." Carol began.

"Fifty grand," he replied stiffly as the hoarse shouting reached a peak.

"_PARKER!" _J. Jonah Jameson'shoarse voice called out as he stormed forward, coming to a stop righ in front of Peter. "_YOU'RE OVERDUE BACK AT THE OFFICE AND NOW I HEAR ABOUT SPIDER-MAN AND MS MARVEL! YOU'RE HOLDING OUT ON ME BOY! IF I DON'T SEE SOME QUALITY PICTURES THAT SAY MASKED MATCH-UP MADE IN HELL I'LL..."_

_SMACK! _Peter's fist connected with Jameson's jaw hard, sending the man reeling and causing a stir amongst the hospital staff. To his credit, Jameson looked as though he was unable to fully process the fact that he had just been punched by one of his employees.

"You...you...you.." Jameson stammered as he massaged his jaw, "ungrateful little..."

"Ungrateful?" Peter remarked with a raised eyebrow. "For what? The shit pay? The regular abuse? The daily threat of being fired? The fact that you openly damn a man who has saved hundreds of lives, including yours and that of your son?" He paused briefly, in order to centre himself, "where exactly have I gone wrong, Mr Jameson?"

"Get me those pictures by tomorrow night or consider yourself fired," Jameson stated clearly before turning around and leaving. "and I guarantee you'll never have another photograph published in any newspaper!" He finished with a shout.

"About time someone punched that man," Carol whispered into his ear as a nurse approached, with a clipboard in hand.

"Mr Parker?" the nurse asked apprehensively.

"Yes?" Peter replied, doing his best to keep the shakiness out of his voice as he spoke.

"Well, your Aunt is conscious. And she's asking for you...both of you," the nurse said calmly. "She's in room 23b. Just be very careful, she's not very stable right now." Peter got to his feet and walked down the hall into the designated room. Aunt May was the only occupant, and she was braced against her bedding, which was in the upright position. A medical tube ran into her arm, and she was hooked up to several monitoring machines. He felt Carol stop just outside the door.

"Oh, Peter," she mumbled as she slowly turned to face him. "You aren't hurt...I was so worried and..."

"I'm fine Aunt May," he replied as he took up one of the chairs next to her bedside. "I gt there just as they took you away in..."

"Why did you lie to me...?" his Aunt asked.

"I...?" he stammered, not sure of where he went wrong.

"You...you lied to me last week," Aunt May replied gently. "you lied to me abou...about who she i...is." she wheezed.

"I..." he said, flabbergasted, "what...what do you mean...?"

"I wasn't born yesterday Peter," Aunt May replied as she folded her hands across her chest slowly and painstakingly. "I know...I saw what...what happened...is she here?"

"Aunt May, you need to rest," he said, hoping it would be enough to detract her from the conversation, which he knew could lead to ruin. "The doctors say the surgeon should be here in the hour. I really think you should sleep." He said as he got out of his chair quietly and made his way to the door as she closed her eyes.

"Peter," she whispered quietly as he reached the door-jam. "She must mean a lot to you, if you feel compelled to lie about it."

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_**Felicia Hardy**_

_Four Hours Later._

"What's the matter spider?" she said in as sultry a voice as she could muster as she slithered her toned body around his slender but strong and powerful frame. "Something on your mind?" She said as she forced her ample breasts upwards, presenting them to him in the most sensual way possible. She had specifically designed her suit to attract a man's eyes towards her chest. It made robbing them blind so much easier. As well as getting away with things that more clothed individuals would be unable to get away with as easily.

"Give it a rest, Cat," Spider-man replied harshly. "We aren't ever going to happen."

"Oh what's the matter Spider?" she said with a put, pulling at her lower lip with a single finger. "Do you wanna tell me all about it? My place isn't far from here. We can go there now and.." she paused to trace a finger down his chiseled, spandex-covered chest, "...talk." she finished with a seductive wink.

"I'm not in the mood," he said briskly.

"Don't tell me the tabloids have got it right," Felicia purred as she continued to trace her finger down his chest and edge near his thigh. "You can't possibly prefer the super-slut over me..."

"Leave her alone Cat," Spider-man snapped as he faced her head on. "I mean it, I don't have the patience for this kinda crap right now."

"Sounds like you need to relieve some stress," Felicia said in a sultry voice, "I can certainly help you with that. All you've gotta do is ask, and I'll be putty in your hands, _Spider_."

"I said leave me alo..." He cut his words short as a hissing sound preempted a missile, heading strait for them both. Felicia was unable to re-act in time. Luckily Spider-man was, pushing her out of the way, and they both rolled on the hard gravel.

"Well," Felicia smiled as she wound up underneath him. "So sudden...? I like a man who plays it rough."

"Move!" Spider-man shouted as he pulled her to a vertical base. She pumped her legs forward as a hoarse shout came from behind her. She turned just in time to see the criminal mastermind known as Doctor Octopus wrap his mechanical tentacles around Spider-man triumphantly.

A brief thought of fighting the mastermind entered Felicia's mind. But it was quickly dismissed as she saw the man had backup, and she knew there was no way she could take them all. Not on her own.

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"So...?" Jessica asked as she entered Carol's room. "How'd it go?"

"Doctors say she'll make a full recovery," Carol replied as she folded her arms across her chest and sat down on the bed.

"Well that sounds good," Jessica said as she imitated the action, "right?"

"Yeah," Carol said quietly, "but he's gotta come up with the money quick. Something I dunno if he's gonna be able to do because he decked his boss..."

"Wait," Jessica replied, "Parker decked Jameson? In or out of uniform?"

"Out of," Carol said, "He stormed into the hospital and started demanding Peter get him pics of Spider-man and me together." She finished as she placed her hands on her face, "why'd I have to do it."

"What, kiss him?" Jessica said with a slight smile.

"Yeah," Carol replied, "Why'd I have to kiss him?"

"Well let's see...there's his abs. His biceps. His chest. His legs. His ass. His..." Jessica smiled warmly as she placed an arm on Carol's shoulder. "And there's the little story the _Globe _printed about how he killed time with those two kids after their parents where shot. I might just have to kiss him now that I think about it."

"Back off," Carol snapped, "not in the mood."

"Hey you're not the one with the issue," Jessica replied, "Unless you really are worried about..."

"I just hate to see him so stressed," Carol replied honestly. "I mean, a guy who sits with two recently orphaned kids for an hour while waiting for a specialist. Or who breaks up robberies on a daily basis."

"A guy who carries a half-conscious woman halfway across the city with a broken arm?" Jessica smiled, "have you told him how much you care yet?"

"I..." Carol muttered, "I just wanna help him out. The treatment's gonna cost a lot and I don't think he'll be able to afford it..."

"Excuse me, Ms Marvel," Jarvis said in a synthetic voice over the intercom, "There's someone waiting for you in the main lobby. She's very insistent that you talk with her immediately."

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She lay in her bed, not moving. It was late at night. Most of the doctors had already left, or where in the process of leaving. And that's when a white mist seeped into the room, and took a shape that was familiar.

"_May," _a voice called out to her. A voice that she was very familiar.

"Ben!" she replied with joy as the mist solidified into the spiting image of her late husband. From the ripped jeans to the fisher's hat and leather jacket. The sight of her husband brought tears to her eyes. "I missed you so much, Ben Parker."

"_And I missed you to, my beautiful wife,"_ Ben replied as he placed a hand on her shoulder. _"You've done wonderfully with our son without me."_

"We aren't his parent's," May replied with a smile. She had always been unable to conceive. Peter was the closest they would ever have to a child.

"_And yet, he's our son." _Ben said as he gave her a hug. "_And he loves both of us just as much as we love him. But sometimes loving someone means saying goodbye."_

"Is it time?" May asked the man she loved.

"_It is," _her husband replied softly. _"It's time for you to go. You're ready."_

"But is he?" May said, fear beginning to come into her voice.

"_Spider-man is ready,"_ Ben smiled warmly, _"Peter will hurt in the beginning, but he will recover. He is ready, May. Our son's all grown up."_

"I always knew," May replied as she rose from her hospital bed and clasped her hand around her husband's. "I always knew he'd turn into something special. Into someone special. He's got his Father's mind and his mother's heart and your kindness. I..."

"_Yes?" _Ben said in a sympathetic tone.

"Am I leaving him alone?" she asked, frightened of what his answer would be. "He's lost so much in his life, Ben. Am I leaving him all alone?"

"_You know the answer to that question as well as I do," _Ben said with a smile, _"Even if he doesn't know it himself yet. He will never be alone, not with the way he gives his heart out to anyone who asks."_

"He's a very special boy," May smiled as she walked out of the room, arm-in-arm with her husband. "He deserves only the best." she finished as she laid her head down on his shoulder.

"_And that's why he gets her. And why she gets him." _ Ben replied softly as he wrapped his arm around her tightly. And together, they departed.

_**A/N: The plot thickens...**_


	13. Chapter 13

**_A/N: Does contain Rape and Strong Language._**

"What do you mean, he's been 'kidnapped?!'" Carol said fiercely towards the snowy-haired woman in a black catsuit lined with fur.

"I told you," The Black Cat replied sternly as Carol faced her down. "That Octavious guy came out of nowhere and snatched him. Way to quickly for either of us to react. And he had backup." she finished as Carol reached for the intercom.

"All available Avengers to the lobby. We've got a problem," she said clearly. "Thank you for bringing this to my attention," she continued, "I'll drop you off at the precinct before..."

"Oh hell no," Black Cat replied firmly as Jessica and Captain America burst into the lobby. "Thing is, I'm the one who knows which direction they went. And where we where at the time. So if you wanna find him bitch, you're gonna have to bring me along." The two women stared long and hard at one another.

"What happened?" Jessica asked, as she pulled on the final piece to her costume and took note of the visitor. "Hang on, isn't that...?"

"Black Cat," Carol spat bitterly. "Spidey's been kidnapped by Octavious, according to her."

"Where?" Captain America stated clearly as he pressed himself in between Carol and Black Cat. "Where did they take him?"

"As I was just explaining to mega-implants here," Black Cat sniffed indifferently towards the first Avenger, "I don't know, stripes. All I know is the direction they went in. If you want..." Carol had had enough, she picked the cat burglar up with one hand by the throat and slammed her into the wall.

"Are you sure that's all you know?" Carol glowered fiercely as she cocked her free hand back and charged it with energy. "I can go toe to toe with Iron Man in a strait-up brawl. Beating you would take less time than a blink."

"Stand down, Ms Marvel," Captain America barked hoarsely. Reluctantly, Carol obliged and released Black Cat's throat.

"So that's the trick, is it?" the burglar smiled wickedly, "give out rough love and he'll roll over? I like your style."

"One more word outta you and I'll..." Carol began.

"Enough," Captain America said as he forced her back. "In return for your assistance in the recovery of Spider-man," Captain America continued, "I will stand as a witness on your behalf and attempt to earn you amnesty. Do we have a deal?"

"We have a deal," The Black Cat replied with a sly wink aimed at Carol.

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"Wakey wakey, Spider!" a voice taunted from the darkness, forcing Peter to open his eyes. And he was greeted by the disgusting sight of Otto Octavious leering at him.

"Phew, Ock, it's called a breath mint." Peter said as he leaned away from the foul face. "You should try one sometime. And maybe wash your trench-coat too, once in a while."

"Always the jester, aren't you?" Octavious gleamed wickedly as his tentacles flicked and swished behind him. "You're so lucky this time bug...My employer has forbidden me and my friends from killing you."

"Your 'friends'?" Peter jested with a wry smile, "like a book club or something? 'Super-villains anonymous?' or how about..." He was cut off by Octavious slamming one of his tentacles into Peter's face.

"But I can still make you squeal..." Octavious smiled wickedly as he backed away, revealing a roomful of super-villains. "Come and have at him, boys!"

"Oh...lets see," Peter smirked as the group edged closer and closer. "Hey Sandy. Hey Hydro-man, still sleeping with Marko's wife? Oh, hi Hobbie! Still being a rip-off of..." He continued to smile, even as they surrounded him threateningly.

"Take his mask off!" Sandman growled.

"Boss says she want's to do it," Kraven the hunter replied as he withdrew a knife from his belt and began to sharpen it. "And she's paid me enough to not ask questions."

"Oh hey, Gaston!" Peter remarked as he leaned his head to face Kraven's. "Real long time no see. How're things in prison going?"

"You still sure we can't kill him?" Hydro-man grunted aggressively.

"Whoever got us out has lots of pull," Octavious said with a hint of a growl in his voice. "I'd hate to have them as an enemy. So some torture will have to suffice." He smiled wickedly, "hopefully, she'll hear him scream. Dillion, you're up."

"AAAGGGGGHHHH!" Peter screamed as volts of electricity surged through his body, courtesy of Max Dillion, Electro. Brief periods of respite interluded long periods of excruciating pain. And every shock was more painful than the last one. Soon, he was on the verge of blacking out.

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"Are you sure this is the right place?" Carol asked as she examined pieces of wreckage. Her military background confirmed that some type of ballistic missile had impacted the ground.

"As sure as I am that you've had surgery," Black Cat scoffed indifferently.

"Look who's talking," Jessica replied, coming to Carol's aid and side with a piece of fabric. "I found this by what looks like a footprint of some sorts." Carol took the piece of red material, recognizing it immediately.

"It's his," she said as she stood up and stretched, "I'm sure of it. which way do the tracks lead?"

"That way," Captain America said as he pointed. "Iron Man got a message out to all precincts. And Cage and Fist have got their eyes out on the street."

"Meanwhile," Carol said as she hovered into the night air, "we go this way until we find him."

"Agreed," Captain America replied, "if we split up, we can cover more ground. I'll take Black Cat on the ground. You two take to the skies. Keep in radio contact."

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"Itsy bitsy spider, can't take a bout of pain..." Electro gloated as he blasted Peter again. "Now Electro's gonna make him squeal like a pig!"

"Enough!" a powerful voice called out from the entrance. "Let him go," the powerful figure said as it approached and lightning struck in the background. "Step away from him and I'll go easy on you." The figure finished as Peter recognized the voice.

"Watch out!" he shouted to Ms Marvel, "It's a trap!" He finished as Rhino thundered out from the shadows and attempted to broadside Carol, who flew into the air and let him crash into a wall as Vulture swooped in for a strike that never got close to hitting, as Carol grabbed him by the wing and threw him into Kraven as Electro shot into the air.

"Now I'm gonna give you a real taste of power!" Dillion screamed as he shot a mighty bolt of electricity forwards, towards the waiting Carol, who didn't move at all. Instead, she absorbed the energy beam, just like before. She continued to absorb it as she flew forwards, towards the source. He watched as she grabbed him by the throat.

"Thanks for the boost," she smiled before tossing him into and through a wall. Now only Sandman, Hydro-man and Octavious where left standing. Peter took note of the simmering glow of energy that emitted from her body, creating a stunning aura around an already stunning form. Her hair sparked as it flew in the wind and her eyes possessed an unearthly glow.

"Now!" Octavious screamed as Peter managed to breakthrough his restraints. Knowing Carol was more than capable of handling the shape-shifting goons, Peter went strait for Octavious. He ducked under two swinging tentacles and leaped over the other two as a mighty explosion erupted from behind.

Sand and water sprayed the area, informing Peter of the fate two of his rogues gallery members had suffered as Peter landed a heavy punch to Octavious' jaw. The blow landed cleanly, knocking the ageing man out cold before Peter turned to face Ms Marvel. She was to quick for him, crossing the distance between them in the time it took him to blink. As swift as a shadow, she ripped his mask off and pressed her lips onto his.

He was helpless to stop her as she wrapped an arm around him and shot into the air, their lips still locked in an embrace. Together, they sailed through the cold night air. A part of him wondered where they where going, but the other part was preoccupied by her hand masterfully rubbing up and down his thigh. _Oh god..._ his thought trailed off as he felt Carol slow their pace before coming to a complete stop. His feet hit a gravel rooftop, but still they did not break the embrace, not even as Carol opened the access panel that led to his apartment.

He pulled back from the embrace just long enough to speak. "How'd you find me?" he asked.

"I looked," she said before pushing him against a wall and tearing his somewhat tattered uniform off. She pinned him to the wall with one hand as she seductively removed the black and yellow one-piece. "God I've missed you so much!" she said, as she tore him from the wall and literally threw him onto the bed.

"Who Carol, it's only been a few hours! Not like we haven't seen each other in..." she stifled him by pressing his jaw closed with her thumb as her free hand roamed his body with expertise. She traced a finger down his chest and towards his pelvic region, and he squirmed slightly as she tore his pants free.

"Just like old times isn't it?" Carol whispered seductively as she drove her lips into his neck with vigour.

"Not that..ohhhh," he moaned as she reached a particularly sensitive part of his neck, "...don't appreciate the aaaaatention but, I'm still...don't exactly soak up electricity like you do...owww." He continued as she rubbed him all over, planting little kisses as she did so.

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"Jess!" Carol called out to her friend as a warehouse with a hole in the roof came into view. Together, both super-powered women flew downwards and set their feet on solid ground. Immediately Carol's eyes fell on the chair that lay on it's side in the middle of the room. She ran to it, checking for any signs of Peter Parker.

There where none. Only scorch marks from high-voltage electricity.

"Back for more?" a voice said from the shadows.

"Octavious!" Carol shouted bitterly, recognizing the voice from the news, "where is Spider-man?"

"You should know," Otto Octavious said as he stepped out of the shadows, sporting several major injuries. "You already took him, remember? Not that it matters. We're prepared this time! Bench! Marko!" Carol looked down as water began to lap at her feet. She tried to fly upwards, but found herself stuck in a mud-like substance that was creeping up her body. "I admit, you caught us unprepared earlier. We where to focused on torturing Spider-man. Only for sport, of course. Our employer has a special interest in him for some reason."

"I thought you where the ringleader of Spidey's rogues gallery!" Jess taunted from where she stood, attempting to fly out like Carol was. "Not some faceless person's little bitch!"

"Octavious is no one's bitch!" he growled menacingly, "the arrangement allowed me to have my vengeance!"

"And yet," Carol snorted as the mud reached her hips, "you say I took him before you killed him!"

"Whoever said my revenge on spider-man was complete?" Octavious grinned. "After all, he was not the one responsible for my most recent incarceration. You where. So watching you drown in mud will be most...satisfactory. Not to mention your company."

"Ms marvel, fry him," Jessica sneered.

"One attempted shot," a second voice said from the hole in the roof. "And Spider-woman dies, as I'm not sure she can absorb electricity." Electro sneered from his vantage point, "I do love killing superheroes. But admittedly, I'd prefer them to be able to fight back."

"Then you're just gonna love me!" a female newcomer's voice said as a black-clad form leaped out of the shadows and plunged it's fists right into Electro's body before the super-villain could react. _She's almost as faast as he is,_ Carol remarked internally as she watched the figure dance around the follow-up attacks. _And nimble. There's no way someone other than Peter could doge blows like that. Sure, I can, just not by bending like she does. _The mysterious figure leaped high into the air and delivered a mighty kick to Electro's abdomen. She followed up this manoeuvre by launching twin strands of what looked like webbing towards Carol and Jess. With a mighty pull, the two heroes came free, and the mud began to recede.

"Where the hell are they going?" Jessica asked as she pointed to the retreating mass.

"They know they're outmatched," Carol replied, "as is Octavious," she growled as she turned to face the criminal mastermind, only to find that he had escaped. Forcing Carol to confront the mystery hero. "Who the hell are you?" she asked impatiently.

"You wouldn't believe me if I told you," the masked hero replied swiftly as she assumed a crouching position. _Again, with the similarities..._

"Try me," Carol snorted as she raised her fists, "I'm on a team with a WWII legend and a Norse deity. I doubt anything could surprise me right now."

"Try his apartment. And does this do enough to surprise you?" the black-clad figure replied before slipping into the ground without a sound.

"Who the hell was that?" Jessica said as she rubbed her head. "And more importantly, why didn't you tell me you've been to his...oh wait, you did tell me...or he did anyway. Sort of. And again, who the hell was that?"

"I have no idea," Carol said as she went skyward. "But I'll go check his place. You rendezvous with Cap."

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"Ow! Carol, my arm!" Peter grimaced as she gripped his appendage rather tightly. "I may _Ow! _Have the durability of a _Ouch!_ Spider, but that's _AGGHHH!_ stop!"

"Ohh!" she moaned with pleasure as he writhed beneath her. "Come on, Peter! It's just like old times! Do it!" she said as she began grinding her hips against his thigh.

"I don't know what you're _ack!_ Talking about!" He replied as he continued to struggle to escape her vice-like grip. "we've_ ack_! Never even gone on a real da..._ow!_ Aside from this afternoon and...seriously, get off!" he said as she continued to grind against his thigh, moaning with pleasure.

"I...just...need..." Carol began to pant as she threw her head back in ecstasy. He felt her muscles weaken, and he took the oppertunity.

"_GET OFF!" _he shouted as he moved his legs out from underneath her and kicked Carol away with as much strength as he dared use, sending her crashing into the wall. Her body made a dull thump as she bounced off the wall and hit the floor. He winced as he saw the dent she had made, noting that the neighbours had probably heard it. But his attention was quickly diverted when he saw the look in her eyes. It was one of pure animal attraction. With one, swift motion, she bounded from the floor to on-top of him. If he had been pinned before, he didn't have a word for what he was experiencing.

He felt as though a truck was on top of him, as Carol pounded away at every fibre of his being. She forcefully grabbed his hands and rubbed her body up and down. Until something stopped her.

A burst of energy ripped Carol's body off of his, and Peter turned to face it's source. His saviour was not to be expected.

"Which one of you is the clone?" he asked as he glanced from one Carol Danvers to the other as he got to his feet and gathered what remained of his pants. "The rapist or the saviour? Because I..." A bright flash filled his eyes, and when his vision returned, only one, fully clothed Carol Danvers remained.

"Where the hell did you go!" she roared menacingly, "You where kidnapped, and now I find you doing it with my doppelganger?"

"Hey, I thought it was you who saved me," He replied hastily, more aware than ever of how outmatched he was. "You pulled me out of..."

"I was searching high and low for you throughout the city!" Carol shouted as she pointed at him mercilessly. "Forced to work with that cat-whore and I find you making love with..."

"Love?" he replied, "rape. I couldn't get away! You know damn well you're stronger than me. What I want to know is why you've got a clone running around..."

"I don't have a clone," Carol snapped bitterly.

"Could've fooled me!" he replied as the phone rang, and he moved to pick it up.

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"_GET OFF!"_ those two words rang out in her ears as her feet touched down on the roof of his apartment. She took note of the access hatch being left open as she slid inside. _Sloppy,_ she thought, _not like him to..._ she cut her train of thought short as she entered his room, only to find Peter buried under a woman with strikingly familiar features. Both of them where close to being completely naked.

Venting her anger, she blasted the woman off of Peter, and managed to get a good look at her face. Indeed, it was her own.

"Which one of you is the clone?" Peter shouted as he looked about the room.

"Where the hell did you go!" Carol shouted angrily, "you where kidnapped, and now I find you doing it with my doppelganger?"

"Hey, I thought it was you who saved me!" he replied, "you pulled me out of..."

"I searched high and low for you," Carol fumed, "forced to work with that cat-whore and now I find you making love with..."

"Love?" he replied, "rape. I couldn't get away! You know damn well you're stronger than me. What I want to know is why you've got a clone running around..."

"I don't have a clone," she replied, meanwhile acknowledging his words as the truth as his phone began to ring.

"Could've fooled me," he replied as he picked up the nearest handset. "Hello?" he said, and seconds later, the phone fell out of his hand and onto the floor as tears swelled up in his eyes. Despite her earlier rage that had been aimed at him, she calmly sat next to him, and he rested his head against her shoulder.

_**A/N: It's been a trying day for Peter, hasn't it? Kidnapping, near-rape and his Aunt's death. What's next?**_


	14. Chapter 14

_Two weeks later._

He sat in the Avenger's lounge quietly, all alone. In more ways than one. He had nothing left. Nothing to give. Papers piled in front of him. Bills and the like. He had managed to secure his job at the bugle, but only barely, and due to an intervention by Robbie Robertson. And his willingness to take a pay cut.

Since the Avengers where a purely volunteer organization, he couldn't be paid for his services in any way. His inheritance from both his Aunt and Uncle was minimal, only enough to cover the funeral costs. The medical bills still remained though, albeit without the boarding fee.

"_...still require payment, as your Aunt did receive the surgery."_ _The doctor had told him patiently. _

"_She died because of the surgery!" he snapped before storming out, refusing to fully give into his anger. _

All his efforts to bring in a larger income proved unfruitful. Jameson refused to take in extra photos, and according to his contract with the Bugle, giving pictures to other newspapers would result in his immediate termination from the bugle. And asking for help from a resident multi-billionaire didn't help at all.

"_Look, I wish I could help you Parker, but all my money's tied up at the moment. Between keeping the Avengers active and the cost of my armours..."_

"_Forget it, sorry I asked."_

To make matters worse, the Avengers had been unsuccessful in their attempts to locate the Ms Marvel imposter. Some of them doubted her existence outright. Apparently, they found the idea preposterous that he wasn't willing.

"_Pass up a chance at that ass?" Hawkeye had muttered, "either you're lying or gay. And with that spandex, I'm not sure which."_

"_Piss off," Peter had replied._

"No luck yet?" Jessica Drew said as she slid into a chair next to him. "On the whole money department?"

"Nope," he replied with a shrug. "And the interest rates are only gonna..."

"Spider-man, Spider-woman, Ms Marvel, report to 345 king st east," the computerized voice of Jarvis said over the intercom, immediately taking him out of his self-imposed guilt trip. "New details in a series of murders require your attention."

"What happened?" Jessica asked as Peter followed her to the rooftop exit.

"Unknown." Jarvis replied as a hint of static cut into his synthesized voice. "Order comes directly from S.H.I.E.L.D. Priority-one. Coming from an unknown source. Please repeat?"

"Please repeat?" Peter shrugged as the two of them where joined by Carol, who was in the midst of tying her sash around her waist. "What the hell does that mean?" he exchanged a quick glance with Carol. They still hadn't had a chance to properly talk about the little incident that had occurred.

"That Jarvis's either overworked or being hacked." Jessica said as they reached the roof. "Should I carry your boyfriend or do you want to?" Both Peter and Carol gave her a strict look. "Oh come on, get over it!" she finished as she hopped into the air, "I think now would be a good time for you two to talk it all over and stuff. So catch me if you can."

"_Bitch,,"_ Peter listened as Carol swore under her breath and turned to face him.

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"Oh my god," Jessica gasped as she covered her mouth with one hand. Peter felt his stomach lurch at the sight of two mangled bodies being swarmed by police and forensics. Carol lowered him to the ground, amidst a sea of agents, both FBI and S.H.I.E.L.D. Their arrival did not go unnoticed by either the media or police.

"I take it you're the representatives we sent for?" a man in a black business suit asked as he fought his way to the front of the crowd. "Get the press back! I want them away from my crime scene in ten seconds."

"This isn't your crime scene," another man in a business suit said as he approached. The only difference between the two men that Peter could see was the fact that the second man was balding. He could also see both men carried sidearms.

"My case," the first man said.

"Supers. My jurisdiction," the second man said coolly.

"My team's been covering these murderers for weeks," the first man replied as he crossed his arms across his chest.

"And that's why you're here. To look for similarities and patterns in order to determine if it's the same killer," the second man rebuked as he turned to face Peter, Carol and Jessica fully, earning a gasp from the latter.

"Coulson!" Jessica half-squealed as she rushed forward and wrapped her arms around the second man, who bore an expression of being overwhelmed. "Last I heard you where dead!"

"Look who's talking, Spider-woman," Coulson replied as Jessica released him from her grip. "KIA three times? Four?"

"Five. But who's keeping track?" Jessica replied as she gestured towards Peter and Carol. "Oh, and I'm being rude. Coulson, this is Ms Marvel. And next to her is Spider-man. But you already knew that."

"I requested..." Coulson began to protest.

"Hold your horses, fanboy." Jessica smiled lightly, "he's on leave right now. Mandatory, no exceptions. I don't think he's taken a vacation since 1943. so you're stuck with us instead, besides, Cap doesn't know the rough and tough streets like Spidey does."

"Back to the matter at hand," the first suited man said as he reached into his pocket. "FBI special agent Booth. I've been working on a series of similar cases across the country. Normally we would leave it at that but, there was a survivor, and the circumstances dictated that we bring in...you." He finished his eyes falling on Peter, with a hint of questioning lingering in his eye.

"Bodies first," Carol stated clearly as she unfolded her arms. "What can you tell us about them?"

"Two drug dealers," a woman's voice said from behind, causing Peter to turn and face the familiar speaker. "Low level guys who work for the Kingpin. Both had their limbs forcefully removed by an energy weapon of some sort."

"Heroes," Coulson began as he gestured to the woman, "this is Police chief..."

"Jean Dewolfe," Peter finished with a tilt of his head as he extended his hand to the decorated captain. "She's tried to shoot me before."

"Tried?" Booth asked.

"Missed." Peter replied.

"On purpose," Dewolfe cut in.

"Keep telling yourself that," Peter rebuked.

"Are you sure this is a drug war then?" Coulson asked, cutting off Peter's repertoire with Dewolfe. "Nothing more?"

"I don't think this has anything to do with a drug war," a man with curly brown hair said as he rose from one of the bodies. "I don't think the military has the kinda tech needed to pull this off..."

"Pun intended?" Peter quirked, earning stares from the two agents, Dewolfe, the forensics man, Carol and Jessica.

"Yeah..." the man continued, "Cauterization was nearly instant. It's hard for me to tell, but it looks like these bodies are less than three hours deceased, which goes hand-in-hand with the witness. But again, I'm not sure, I'm more of a bug-man.."

"No, I think I'm more of a bug-man than you," Peter cut in halfheartedly, earning small smiles all around.

"Well who has the kind of tech needed?" Jessica asked as she crossed her arms. "HYDRA? The Brotherhood? Doom?"

"I'll be the judge of that," Coulson replied as he patted Booth on the shoulder. "Our witness is over here." he said before gesturing to the left, where three paramedics where clustered around the back of an ambulance. "A minute, please?" he said to the EMT's, and they backed away, revealing yet another familiar sight.

"Oh shit..." was all he had time for before he was forced to assist Jessica and Coulson in restraining Ms Marvel as she lunged forward, towards Rogue.

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"Well that could have gone better," Peter said as he crouched beside Carol on the rooftop. "I guess it could have gone worse. But it definitely could have gone better."

"Is that supposed to make me feel better?" she scoffed a reply as she kicked her legs, which dangled out over the edge.

"It's more of a general statement of the whole situation," he replied with a slight tilt of the head. "You attacking a member of the X-men in front of the press probably doesn't help the pro-mutant cause much. But it's not the worst thing possible, like killer bees with laser-guided missiles on their backs. Or more than one Justin Bieber."

"Well...wait," she asked, turning her head to face him, "how'd you know about the X-men?"

"I dated a girl back in high school," he said as he edged closer to her. "Turns out she was a mutant. I helped her find out more about Charles Xavier, and she called him, and he invited her to the school."

"You...it wasn't...?" Carol asked him.

"Wasn't that Rogue girl," he said with a shrug. "Her name was Kitty Pryde. One day, I caught her walking through the door to her house. And the rest is well,... history. As they say."

"Well it's not like I hate them all," Carol said as she crossed her arms. "It's just...Rogue and I have...history."

"I got that bit," he said as he draped an arm around her shoulder and gave her a slight pat on the back.

"She...she took everything from me. I...we where fighting over...over something. An aircraft, I think..and she grabbed me. She held on tight and started to...absorb me...my powers. I continued to fight, but I got really weak. I passed out and woke up a month later." Carol said as she leaned her head onto his waiting shoulder lightly. "I woke up and I...I couldn't remember a thing about myself."

"That sounds horrible!" he replied, as he covered his mask-covered mouth with his hand. "nothing at all?"

"Friends. Family. Not even my own name." Carol continued as Peter felt his shoulder dampen. "They came back, after a while. But...nothing was quite the same. I...I was just so angry. I hunted her down, I searched the planet...found her in Australia and put her into a coma."

"And somehow it didn't make you feel any better?" he offered with a slight shrug.

"How'd you guess?" she replied softly, "You've never had someone ruin your life over and over and over without end and being in a position to..."

"I have." he cut in promptly, "You've heard of the green goblin?"

"One of yours, right?" she replied as she lifted her head from his shoulder and looked into his mask. "Flies around on a hovering glider and throws grenades?"

"That's him," Peter said, "June twenty-second. I came home to find an empty apartment. My Girlfriend was supposed to be there, we where gonna go out for supper. Paolini's. Really fancy place, well above my budget. But it was worth it. She was worth it. There was a note on the fridge. 'The itsy bitsy spider had better come out and play!'" He inhaled deeply as he continued, "below was a postcard of the washington bridge. It was where I told her I was Spider-man, and we shared our first kiss. I went to the bridge. The Goblin and I fought. There was an explosion and she fell off the edge. I tried to catch her but..."

"I know," Carol said softly as she wrapped her own arm around him comfortingly. "I...I read the story before trying to recruit you...after that day I thought you where gonna jump."

"Well the press didn't get the whole scoop," he said as he stared out over the street. "Late that night. Very late. I tracked the Goblin to an abandoned warehouse. I caught him by surprise, blitzed him. I tore right through his armour, blow by blow. I put him through a wall and began pounding his face into the floor. Blow by blow, I just kept getting angrier and angrier. My knuckles got really bloody as his helmet finally broke. He just stared up at me...a normal face. Not the Green Goblin, but Norman Osborne. One of my best friend's dad. A man who had offered to pay for my university tuition. He'd been to my apartment, to my Aunt's house. And he just looked up at me. I raised my fist, so ready to kill him. I mean, I thought I'd be doing the world a favour, right?"

"Well yeah..." Carol said softly, "he does deserve it...kinda...it's only right..."

"That might be so, but I didn't want what was right. I wanted revenge," he continued, "I wanted to see the lights leave his eyes. But looking at him I saw something that surprised me. He was afraid. He knew I was about to kill him, and that got my attention. As I reared my fist back for the final blow, I realized that, even if I killed him, it wouldn't change anything. Gwen would still be dead. Her dad would still be dead. And I'd be the murderer, the monster. Maybe I'd hurt Harry so much that he'd come after Spider-man, looking for blood. Having revenge wouldn't change anything for me, and I doubt it would for you, either."

"Punching her might..." Carol began to say.

"Hit me and see if it helps," he replied quickly.

"If I hit you...I could kill you.." she muttered softly, "besides...you've never done anything to me like she has..."

"If you hit her, you could kill her," he replied coolly. "Then you'd take away her memories permanently. And you'd take her away from her friends and family."

"I...you're right," she cooed as she laid her head back on his shoulder. "I guess I never really saw it that way."

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He just sat there, beside her for half an hour, not moving. Just talking when she needed him to. She was in awe of what he had said, how it had made so much sense. She thought long and hard about it as she flew over the city at a leisurely pace, something that had become a force of habit for her over the past two weeks. She had begun to notice just how many small-time crooks she could put away in an hour or less. Secretly, she kept score with Peter whenever he tried to give an excuse about being late, and found herself surprised how he could still beat her, despite his disadvantages in terms of overall speed.

_I guess it's got something to do with the practice he's had,_ she thought as she spied a mugging that was in-progress. _I'll just have to get more..._ she thought as she swooped low and grabbed one of the muggers by the collar and tossed him several feet to the left. A quick, reserved backhand strike sent another mugger reeling. She spun quickly on the spot, catching the final man in the chest with her palm, but not before he copped a feel of hers.

"That's gonna cost you," she said threateningly, twisting the man's arm around until she heard a _pop _that told her she had dislocated the man's arm. "Maybe it'l teach you a lesson. Don't go around mugging people. Or else someone might come around and whoop your ass."

"Totally worth it..." the man muttered as Carol gave him a little shove before turning to face the man and woman who had been attacked. "You two okay?" she asked as she helped the woman to a vertical base.

"i...yeah..." the woman said as she patted Carol on the back. "they came out of nowhere."

"They usually do," Carol mused lightly as she took off into the sky, this time with something on her mind. "_Totally worth it..."_ she thought about the mugger's words to her, and the slight smile that had crossed his face as she had twisted his arm. A lot of men had the same look on their face when she brought them in. And they all seemed to want to avoid eye contact.

The naive part of her said that they where scared. Her realistic side said that their attentions where otherwise engaged around her breasts. Her realistic side also reminded her that there was only one guy she had never caught looking at her like that. Peter always made an effort to look her in the eyes, even when he should have been cowering in fear. _He's a gentleman, is what he is,_ she thought as she gazed out over the sunset. _And a gentleman shouldn't be in his position...Stark really is an ass-hole for not helping...if I had that kind of cash I'd give it to him strait-up. But, as it is, my savings from the airforce won't hold up forever. I'll need to get a real job eventually. And even then, I won't be able to help him._

"_Totally worth it..."_ again, those words rang out in her head. Only this time, they gave her an inkling of an idea. It unnerved her slightly, but she knew it was the option most likely to get him the money he needed. _And that's totally worth it,_ she thought.

_**A/N: The plot thickens! Who is committing these grizzly murders? How Does Carol intend to help Peter out with the money situation?**_

_**On another note, if any of you readers have artistic inclination and would be interested in making a cover for my next story, 'Spider-man Forever' please pm me and we can exchange emails.**_


	15. The Amazing Spider-Date

"...was an incredible woman. She took me, a lost cause, into her home and she worked her magic. I swear, she was made of very stern stuff, that woman. I remember..." He choked on his words, fighting back tears as he stumbled slightly. On a good day, he wasn't one for public speaking. He re-established his balance as a figure in black moved to his side.

"You okay Tiger?" MJ whispered into his ear.

"I..." he began to whisper, swallowing the rest of what he was going to say. "...I remember, on the day I moved out, she was adamant that she would pay for the truck. And that she'd move 'her half' of my stuff. Or when I first got my job at the Bugle. She insisted on talking with my boss, in order to make sure I got a fair wage. And..." he trailed of as he looked out over the crowd. There weren't many people there. No family, as Aunt May had been an only child, and so had her parents.

Some of Aunt May's fellow volunteers from the food bank had managed to make it, same with her friends from the local soup kitchen. Even some of the people she had helped over the years where there. But overall, the turnout was less than spectacular.

Anna Watson, a long-time neighbour of theirs had managed to come with MJ. Despite Anna's long-standing dislike of Peter, she had managed a civil and even friendly tone with him over the past few days.

Peter calmly assumed his seat before the funeral staff began to lower Aunt May's casket in to the ground. A single tear fell down his face as he lost sight of the coffin.

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"Have you talked to him since yesterday?" Steve asked her as they both watched Peter stumble past.

"No," Carol replied uneasily, "He's not exactly in the mood for talking with anyone. I figured it would be best to give him his space."

"Well don't take to long," Steve said as worry lines crossed his face. "It's unhealthy for someone to keep it all bottled up inside for to long. Add in the monetary issues and you've got a time-bomb."

"It's not fair," Carol muttered under her breath.

"What isn't fair?" Steve asked.

"Stark gets life handed to him on a silver platter. He flies through college and has never had to struggle for money. He gets kidnapped once and escapes and becomes a national sensation because of his super-weapon. 'The greatest American hero since Captain America' is what they called him..."

"I bet that satisfied his ego," Steve half-smirked as Carol continued.

"...meanwhile Peter puts up with more crap from the media than all of us combined. He probably saved more lives by himself last year than we did as a team. All the while struggling to make ends meet," Carol muttered as she folded her arms across her chest. "And despite this, Stark refuses to..."

"He told me he's got a lot on his plate," Steve offered politely. "He's got to keep all this going. Plus a business to run, and an armoury to keep stocked and..."

"Thirty grand is pocket change to him," Carol snapped as she stood up. "He bought another car last month for at least three times that much. Don't tell me he doesn't have that kind of money," she finished as she began to walk away.

"Where are you going?" Steve asked her.

"I'm taking some of your advice," she replied curtly as she followed the same path Peter had.

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He was perched on a rooftop overlooking a darkened side street. It was completely abandoned, as the criminals had long ago learned that this was in the heart of Spider-man's territory. And if anyone was stupid enough to enter without good intent, they where greeted with swift justice.

"You. In civies. Now." A powerful female voice said as it descended from up high. He turned slightly to face Carol as she came to his eye-level.

"What for?" he asked with a shrug.

"I still owe you a date," she replied, "get into something more appropriate. We're going somewhere nice."

"'Nice' sounds expensive," he remarked with a wry grin under his mask. "And I don't do expensive. I can't afford to."

"I'm paying," she replied as she grabbed his arm and lifted him into the air. He watched as the ground flew past, much faster than it would if he was swinging. Seconds later, Carol dropped down over his apartment, saying, "Make sure it's nice."

"I've got a clip-on tie somewhere," he smirked as he pulled open the access hatch that lead to his apartment, and he beckoned for her to follow. She did so with a slight smirk. He walked strait into his room and immediately began searching for the only suit he possessed. He found it in the back of his closet and began to change. Once he was finished, he came out and asked, "and how where you planning on changing without any clothes?"

"Like this," Carol replied as she began to glow. He watched as a halo of light appeared around her head and descended downwards. He watched as her mask disappeared, and inch by inch, her leather uniform changed into a black woman's suit and pants. "Minor molecular manipulation," Carol smirked, "a neat trick I learned a few years ago."

"I can do a triple back-flip in mid-air," he said, earning a slight chuckle in response. "Why don't you do that all the time?" he asked as he headed for the door.

"It's not easy and requires concentration," Carol replied with a shrug. "I only use it in a pinch. Like right now."

"And yet," he said as he opened the door and gestured for her to exit through. "You're still better dressed than me," he finished as she exited, and he followed her after closing and locking his door.

Twenty minutes later, he found himself in a fancy restaurant, sitting at a table across from Carol. In complete awkward silence.

"So," he said, in an attempt to break the silence, "What other tricks can you do?"

"Tricks?" she asked.

"Besides changing your outfit at will," he replied as he folded his hands in front of himself. "And bench-pressing freight trains and outstripping fighter jets."

"I...I can speak seven other languages," Carol said with a tilt of her head. "Russian, French, Italian, Spanish, Mandarin, Japanese and a little bit of Kree."

"I can speak smart-ass," Peter replied, "You absorb energy right?"

"Yeah," she said with a shrug, "if I concentrate, I can absorb nearly any kind of energy. Kinetic, electricity, solar..."

"So you're a plant?" he said with a muffled laugh.

"You wanna wind up in a body cast?" she said as she raised her eyebrows.

"Any other forms of energy you can absorb?" he asked, "the scientist part of me wants to know."

"Well, If I try really hard," she said in a lower voice, "I can absorb life energy. But I only did that once, with a horse."

"Wow," he said, "I never would have known. Do you come here often?"

"You're really random, you know that? And not as often as I'd like," Carol replied with a sigh. "Stuff at HQ keeps me pretty busy."

"Shame," he said with a shrug, "if I could afford it I'd come here every day."

"Why can't you afford it?" Carol asked intently, "You could have published a book about yourself like I did. Make a few million. People would buy it more than they did mine."

"And who'd write the book?" he smirked.

"You would," Carol replied, "that's a stupid question..."

"Me." he said with a whisper and a smirk to match hers, "Peter Parker, the guy who also takes pictures of spidey for the bugle? Suddenly writes a biography on him. People aren't that stupid. They'd start to do the math in their heads."

"Good point," she said as she dug into her bag. "And while we're on the subject of money..." she said as she pulled out an envelope. "Here, a check for you."

"Carol you don't..." he began as he tried to push the envelope away.

"There are very few men who get to tell me what to do," Carol stated clearly. "You aren't one of them. Now take the money as a gift or I will throw money bags at your apartment." She finished as she shoved the envelope into his hands.

"How did you come up with..." Peter began.

"Not important," Carol said, cutting him off. "It's yours now, so you can pay off your debt now, rather than ten years from now." she said as he cut open the top of the envelope.

"Thirty grand..." he whispered as he looked from the check to Carol and back again. He lost himself in the moment. It had been a long time since anyone had done something like this for him, and he was overwhelmed. He shot his face forward, crushing his lips into hers in a deep, passionate kiss. He traced his hand through her hair and he felt her hand caress his shoulder lightly. He pushed in deeper with his lips as a low buzzing emanated from the back of his head. "You aren't gonna hit me are you?" he asked as he pulled away and looked into her eyes.

"No," she replied softly, "why would I...?"

"My head's buzzing," he said as he glanced about the room, noticing the lights beginning to flicker. "And that only happens when something bad's about to happen." As soon as he finished speaking, a man at the bank machine along the wall swore angrily.

"Fucking machine ate my card!" the man swore as he pointed to one of the waiters, "get it out or..." he stopped as the lights went out. "The fuck?" the man said as more people stood up. Peter instinctively reached for his phone, planning to use it as a light. Not for himself, he could see just fine. But he knew other's weren't as fortunate. The only problem was that it wouldn't turn on.

"Phone not working?" Carol asked him.

"No," he said, "battery must be dead or something."

"Mine's not working either," Carol replied with steel in her voice. "It's to much of a co-incidence for my taste. Is your head still..."

"Yes," he replied curtly. Seconds later something crashed through the window. With his enhanced sight, he could see that it was a person. Most likely on some type of drug, based on how they walked around right after coming through the window. The only thing that struck him as odd was the fact that the person was dressed in very expensive clothes. To expensive for a druggie to have in his experience. Two more bodies crashed through the windows, alerting him to the fact that something else was at play. The three stumbling figures launched themselves at the angry customer, but Peter intercepted with his shoulder.

"Evacuate the area?" Carol whispered as she rushed to his side.

"Yeah. You go costume, I'll go back and change," he replied as Carol became illuminated in a halo of light.

"Everybody listen up!" Carol said as her clothes changed from her dinner outfit to her leather one. "I'm going escort you to the nearest police station. I need you to stay calm and stay together." She finished as someone outside the restaurant screamed. "Let's go!" Carol barked as she lead the people inside the restaurant to the street. Peter stayed behind and snuck out the back.

He turned around a corner and came face-to-face with another one, which launched itself at him. He ducked underneath and delivered a punch to the creature's gut as something tackled him from behind. He kicked out with his legs, sending both attackers flying as three more charged him. Three kicks later and they where down in time for his arms to be put in a tight hold. _These...aren't people,_ he thought, _way to strong..._ he continued as he pulled himself free. He was to late though, as four bodies tackled him, and forced him to his knees as even more piled on top. Relief came, as something impacted the creatures from the side, sending them reeling. He looked around for his saviour, finding her floating about a foot in the air wearing silver armour over black leather. Her long blonde hair was tied back in a ponytail and she had a smile etched on her face.

"Oh hell no," Peter said as Carol's doppelganger started towards him.

_**A/N: How do you think she came up with the money? And what's happening to New York?**_


	16. Shadows, Spiders and Cats

Chapter 16:

_zzzzzzzzzzzzzzzThunk!_ Captain America's round shield flew through the air and impacted one of the infected citizens in the chest, as it was about to lung for Peter. He turned his gaze from the doppelganger to the first avenger.

"So this is the copycat you where warning us about?" Captain America asked as an infected citizen charged him, only to met the business end of his shield.

"Now do you believe me?" Peter shot back as he kicked another away.

"Copycat?" The doppelganger shouted as she blasted a third. "I am one hundred percent Carol Danvers!"

"You tried to force me to have sex with you!" Peter snapped as he ducked under a blow and delivered a might uppercut to the creature's jaw.

"Well the other you used to enjoy that!" the doppelganger replied as she blasted two more. "A lot, by the way. I guess a part of me kinda...forgot that you aren't him."

"Excuse me," Captain America cut in as he struck two of the infected. "But this conversation might be more suited to HQ." he said as a loud rumble was heard over their heads, causing all three bodies to look upwards. "Or the helicarrier," he finished as the behemoth of an airship rumbled overhead.

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"Coulson, coordinate your efforts with air support. Romenov, I want you down there to secure a safe zone for quarantine." The bald, African-American known to a select few as Nick Fury barked as he strafed the length of the deck before addressing the seven assembled heroes. "Whatever this is, it's caught us with our pants squarely around our ankles. Stark's been MIA for two hours. The fantastic four are dealing with some business in the negative zone and other heroes are scattered around the world in areas to remote to contact them."

"So," Cage grunted, "anybody got an idea what's going on here?"

"Unfortunately, no," Fury snapped in response. "It all went off like a light switch. Infected people started coming out of nowhere two hours ago and attacking everyone in sight."

"We noticed," Peter said wryly.

"...so I am placing the island of Manhattan under SHIELD control. That means no one goes in. No one goes out. And everybody takes orders from me, and that includes you seven as well."

"Even me?" Carol's doppelganger piped up, "sir?" Peter's heart skipped a beat, as there had been no word about the real Carol's whereabouts for at least an hour. _And in a city fully of people going crazy,_ he thought, _that's definitely not good._

"Even you," Fury replied sharply, "but as per protocol, you will be placed underneath strict supervision until further notice. Ronin, Shadow-spider," Fury said as he snapped his fingers. Two more figures stepped out from the hall. One was male, with a stocky build and a bow and arrow slung across his back and a half-mask covering his eyes. But it was the woman who drew his attention. She appeared to be in her mid-twenties. She wore a black-and-purple one-piece bodysuit. With his superior vision, he could make out faint red lines that crisscrossed over the material, much like his own webbing pattern. Her outfit had a mask to, but it was pulled down, allowing her brown hair to fall down her back. She had a slim but strong build that resembled a gymnast or dancer. Her facial features seemed slightly familiar, like those of an old friend from years back. Her eyes trailed along the meagre group of assembled heroes until they fell on him. Something lit behind them for the briefest of seconds before dying out.

"Luckily," Fury continued as the two newcomers took up places beside the doppelganger, "we have a special inter-dimensional task force set up for the task. They will follow your every move. You will not be out of there sight for more than a second."

"I've never heard of an inter-dimens..." Jessica began to say before being cut off.

"That's because it's above your grade," Fury said shortly as he crossed to a table in the centre of the room. "I want you to split into combat teams and cover the city. Wasp and Captain America, I want you two to cover the south section of Manhattan. Recover any civilians you find and bring them to the safe-zone. I'll have a fire team ready to assist you."

"On it, sir," Captain America said with a sharp salute, to which Fury nodded.

"Iron Fist and Cage, I want you to assist my agents in setting up the safe-zone," Fury continued as he pointed to the map. "Ronin, you and Shadow-spider take our visitor on a sweep of the northern half of the city," Fury continued as he moved his fingers across the map, and the two newcomers nodded.

"Got it," Shadow-spider replied with a nod. She cast one more glance in Peter's direction before turning and leaving with her partner and the doppelganger. For some reason, her glance caused a tingling sensation to occur in the back of his head.

"Spider-man, Spider-woman," Fury said, snapping Peter out of his train of thought. "Ms Marvel was last seen in this area," he said, pointing to an area in the centre of hell's kitchen. "See what you can find. Hopefully she's just been out of radio contact, and not infected by whatever is out there."

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"You believe that inter-dimensional bull?" Jessica asked as they travelled over rooftops. She glided while he ran. "I've seen a lot of weird things in my career. Gods. Aliens. Hell, a woman with this throne-thing pops up every once in awhile and.."

"Wait," he said as he leaped over a pipe, "Madame Web uses you to?"

"All the time," Jessica smirked as she skimmed over the rooftops. "But back to my question. Do you believe that bullcrap?"

"Kinda makes sense," he said, "there've been threats from other dimensions before. So why not have a response team?"

"Then why not include the Avengers in it?" Jessica shot back, "we deal with a good portion of the threats. So we should be equipped with that kind of...whoa." she finished as he turned a corner and saw that the Daily Bugle was on fire. He leaped into action, crashing through the nearest window, and Jessica followed suit.

"What's the plan?" she shouted, "I've never been much of a fire person myself."

"Main office is above us," he replied as he tuned out the flames and listened for cries for help. "That's where the majority of people will be, if they didn't escape. Staircase is down the hall to the left." He finished before pounding down the hall, following his own directions. He wrenched the door open and began sprinting up the stairs.

"This way up," Jessica said as she grabbed him by the shoulders and hoisted him into the air. Without stopping to put him down, Jessica crashed through the door, revealing a semi-familiar sight. For once, the Daily Bugle seemed to be completely empty, with the exception of Jameson's office, which was filled to the brink with five bodies.

"Let's go people," Peter said as he wrenched open the door.

"Wait!" Robbie said as he bolted to his feet, "those things...the ones that started the fire..."

"Are all over the city," Jessica said sharply. "The island of Manhattan has been placed under SHIELD control. All non-zombies are to be evacuated to the safe-zone near Stark Tower."

"And why should we trust _you?_" a voice said from the back of the group. Peter leaned to the left,, and confirmed that the speaker was J. Jonah Jameson. "For all we know, this could all be..."

"Can the conspiracy theories, Jameson," Jessica snapped briskly, "or I'll leave you here to be a snack." Not surprisingly, Jameson quieted down immediately. "Now I can't carry all of you," Jessica continued, "Only two at a time. So Spidey's gonna stay here while I make the first trip. Wounded first."

"Now hang on..." Jameson began, before being cut off by a sinister growl coming from the vents.

"Any objections?" Peter asked, "Cause I can carry two of you away as well and come back and pray that the last person is in one piece, Jameson."

"I'll be back asap," Jessica said as she took two people under her arms and crashed through the window, leaving him alone with Jameson, Robbie and a complete stranger. The silence was somewhat eerie to him, luckily it was broken rather quickly.

"Excuse me Spider-man," Robbie said quietly, "the...the photographer who takes your pictures, Peter Parker..."

"If Parker where a real photographer," Jameson grunted from where he was sitting, "he'd have gotten me those pictures of.."

"Not now, Jonah," Robbie hissed. "Can you tell me if he got to the safe-zone? I just wanna make sure..."

"Scrawny guy, glasses and brown hair, right?" he cut in with a smirk underneath his mask. "Yeah, I think I saw him in there before I left. Smart kid."

"Jobless kid if he doesn't have more of these," Jameson snapped as he waved a file, which Peter simply snatched out of his hand. He opened it up, slightly curious. What he found shocked him so much he nearly missed the buzz in the back of his head, which warned him about an incoming strike from an incoming infected.

"_Hello Spider," _the horribly twisted voice of Black Cat smiled as she landed on top of him. _"Did you miss me love?"_

"Get to the roof!" Peter shouted as he kicked the infected Felicia off of him. Two more creatures came at him from the side, but he knocked them away and retreated with the group. He stopped only to web the office shut, so that the infected couldn't escape. He bounded up the stairs, taking the rear of the group. Eventually he reached the open doors and burst out into the sunlight. He looked down at his arm, as he felt something crawling on it.

"Venom," he spat, recognizing the texture of the symbiote. A thousand thoughts ran through his head as he tried to figure out a new way to stop the symbiote invasion, combined with the images he had seen in the file. _Massive sonic blast? No, it has to be at the right frequency, which would dissipate over distance. Unless we could launch it from multiple sources and... _His spider-sense went off, and he rolled to the side, out of Infected Felicia's way. Six more infected rushed him and his three wards from all sides. "The three of you, get against the wall!" he shouted as he downed two infected with webbing and dodged another blow from Felicia.

_What's the matter hun?"_ she taunted in an evil voice. _"Super-slut not giving it to you at home?"_ she continued as she rushed him once more. He rolled to the side and delivered a controlled kick to one of the symbiotes as it tried to grab him. _"come, join us..."_

"Yeah," Peter smirked as he circled Felicia, "I don't think that's gonna happen. I'm not into the whole 'mindless zombie' thing."

"_We can make you free,"_ Felicia growled as she came to a halt. _"Make you strong. Strong enough to save everybody. No one else you love has to die."_

"What are you...?" he began.

"_It told me everything I wanted to know," _she purred, _"Venom rewards his most loyal followers."_

"So it is Venom's fault we're in this mess?" Peter replied as he steadied himself for the inevitable blow. It came from the side, two symbiotes nearly tackled him, but he managed to flip over their heads and web them to the ground before Felicia pinned him. An elongated tongue slipped out of her jaw and traced along the side of his face.

"_You taste good Spider,"_ she purred with a sultry tone.

"I'm not in the mood," Peter shot back as he kicked her off once more and searched for anything metal. He knew that was the best way to create a sound wave to get rid of the symbiotes in the area. Unfortunately, there was nothing, and his search allowed Felicia to grab him by the throat and lift him into the air. But Fortunately, help was close at hand. He watched Carol body-check Felicia, who dropped Peter and re-focused her attack.

"Whoo-Hoo!" the complete stranger shouted, "Cat-fight! Rip her clothes..." Peter used his webbing to shut his mouth as Felicia's symbiote started to vibrate and ripple.

"Ms M!" Peter shouted, "Back off now!"

"Hell no!" Carol shouted, "she just tried to..."

"It's about to try and take over _your_ body now!" he shouted as the symbiote detached itself from Felicia. Carol flew up and away before it could get a serious hold of her. Felicia impacted the ground, got up and snarled viciously before charging the three helpless people by the wall. Peter shot a web-line out that caught her in the back of the head and he pulled hard. "I need sound!" he shouted.

"What?" Carol replied.

"To get rid of the symbiote!" he shouted as Felicia continued to struggle. "High-frequency sound-waves, fire or electricity!"

"...cover your ears!" Carol shouted from where she hovered, "this might hurt!" she finished as she brought her hands together. A mighty _CRACK!_ filled the air, and Peter felt a shock-wave wash over him, nearly sending him to his knees. In a flash, the symbiote disintegrated off of Felicia's body, leaving the trimmed fur catsuit intact. Although his hearing was somewhat impaired from the blast of sound, he heard Carol fly over to be at his side.

"Where the hell did you go?" he whispered, "I was worried."

"I got caught up downtown," she said softly as she placed a hand on his shoulder. At that second, Jessica dropped to their side. Her red-and-yellow uniform was ripped and her hair was matted.

"Guys," she panted, "the helicarrier was overrun."

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_**A/N: One more chapter to go! Did you catch the OC character? If not, read some of my other fics and stay tuned. **_


	17. Reactions

"What do you mean 'overrun'?" Carol barked, shaking Jessica somewhat violently as she did so.

"A swarm of those things...can fly. They landed in force and well...took over," Jessica replied as Carol dropped her. "Cap and Fury where aboard...I dunno about the others." she finished with a pant.

"_Shit!"_ Peter cursed, knowing how tough S.H.I.E.L.D's defences where. "They could crash that thing into the mainland and spread worldwide!"

"That's not the worst of it," Jessica said as she turned to face him. "Some of those tings are really intelligent. They were using computers. There are weapons onboard the helicarrier capable of ending life as we know it."

"Life as we know it?" the stranger who had been hiding in the bugle said as a wicked smile crossed his face. "Well, I know how I wanna go out. You game, Miss Marvel? Taste my..." _CRACK_! Peter struck the man across the temple, sending him sprawling on the pavement.

"That's my girlfriend you're objectifying!" he bellowed, before turning to face Carol. "Oh yeah," he continued, clenching his fists into tight balls. "What's up with you suddenly doing nude photo shoots for porn websites?"

"Does this seem like a good time to have a lover's quarrel?" Jessica cut in, "wait, what?"

"Hey," Carol said defiantly as she folded her arms across her chest, "what I do on my spare time is none of your business, Spider-man!"

"Where did you get all that money?" Peter asked, not backing down from the seven-foot tall beauty in front of him. "I for on..." _**KKKKRRRRRAAAA-ZZZZOOOOMMM!**_ A mighty explosion rocked the area, sending everybody present to their knees. He looked up to see the front left corner of the helicarrier on fire, tilting towards the city.

"Spider-Woman!" Peter barked, "Evacuate the area now! Miss Marvel, we need to get on that ship and stop the fire from reaching the arc reactor. If it blows, we'll have a new Chernobyl on our hands!" He finished as Jessica took off into the air, carrying Jameson, Robbie and the man Peter had knocked out cold.

"How're you planning on stopping it?" Carol asked as she scooped him up in her arms and took off into the air. "You can't have enough flame-suppressing web-fluid to possibly..."

"I don't," he replied as the wind ripped at his face. "I'm still working on the plan part. I just know we need to...There's your doppelganger! Get her attention!" he shouted as he pointed to the metal-clad Carol Danvers, who was carrying the two special agents in a similar manner to the one he was being carried in. But there was no need for one Carol to grab the other's attention, as she flew next to them.

"You!" the woman, Shadow-Spider said, indicating to Carol. "Think you can absorb and arc reactor while she pilots us down?"

"I..." Carol stuttered at the sight of her doppelganger, "Yes! I think I can!"

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She should have seen it coming. His discovery of her little deception. Peter Parker wasn't an idiot, after all. But what other choices did she have? Tony Stark had refused to give the money necessary to pay those bills, and she couldn't watch Peter go out on the street in order to pay half a bill, and let the other half build up until he was forced into crime. Pornography was something she did not approve of on any level, but deep down she knew it was the fastest way to get the necessary money. So she had swallowed her pride and approached a photographer.

After all, Peter Parker deserved a helping hand. He was worth it, worth losing her pride and a bit of dignity. These thoughts continued to pound through her mind as she raced towards the helicarrier, with Peter in her arms and a perfect duplicate of herself flying beside her.

"...get onboard, we're gonna be swarmed by the infected," the woman in black and purple said over the rush of wind. "So it'll be up to the Ms Marvel holding D..."

"M-A!" the man that her clone was holding said hoarsely, getting the woman's attention.

"...Spider-man will try and absorb the arc reactor while the rest of us look for survivors," the woman finished. Carol could tell there was something about her that made Peter uneasy. And what made him uneasy made her uneasy, as she had no idea who this woman or her partner where. But she was forced to push these thoughts aside as they approached the deck of the once-glamourous Helicarrier that now lay in fire and ruin. She set him down gingerly before flying off towards the main arc reactor core.

Based on the miniaturized version in Tony Stark's chest, the arc reactor was what kept the ship in the air. And while she wasn't nearly as smart as Stark or Peter, she knew that there was enough energy stored within it to easily level a city. And now it was her job to make sure that didn't happen. Her heart began to pound in her chest as she wound through the halls of the helicarrier, not stopping to engage the infected, many of whom wore S.H.I.E.L.D standard-issue uniforms.

She reached the doors which had sealed off the arc reactor room. To the left of the door was a small control panel, which sparked and sputtered. _Okay, there goes that option,_ she thought as she gathered a ball of energy around her fist and shot it forwards, blasting the door open with a mighty crash. As the dust cleared,she saw the reactor begin to spark and sputter. She raised her hands and took a deep breath, before willing the energy towards her body.

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"I don't give a shit about rules," Peter snapped as he twisted his body to avoid a flying infected. He watched as Shadow-Spider did a very similar movement to his. _No one but me can move like that,_ he thought as he took out two more of the infected. _They've all tried and failed,_ he thought as an arrow whizzed by him, lodging into the arm of a fourth symbiote. "Who the hell are you!"

"Think of us as the first inter-dimensional avenger team," Ronin replied as he used his bow and arrow to knock away another infected. "After a major incident in our universe, S.H.I.E.L.D set up an inter-dimensional phone line of sorts. And a few years later, they decided to assemble a response team. We travel in teams of two, and rotate universes every two months six months a year." he continued as Peter kicked away an attacker. Twin lines of webbing shot past him, nabbing a symbiote that had been about to attack him. He glanced over to confirm their source, Shadow-Spider.

"So you're one-hundred percent not from this universe?" he asked as he dodged a blow.

"Parallel," Ronin said as he fired off two more shots. "But a few years ahead. The Avengers still exist and stuff, though."

"Do I exist?" Peter asked as he delivered a mighty kick to an opponent. Out of the corner of his eye, he saw Shadow-Spider twinge slightly, disrupting her nearly-perfect flow of movement.

"It's against the rules," Ronin said, "for us to tell you any more than I just did and..." He was cut off by the ship's intercom buzzing to life.

"_..r, Ronin! Get down to the weapons hall now!" _ the distinctive voice of Nick Fury said as a flurry of gunshots resounded. "..._rimised! Sh..."_ dead silence followed for the next few seconds. Peter eagerly awaited the return of Fury's voice, but it did not come.

"_Fury's down,"_ Carol's doppelganger said over the comm. _"Weapons room secure."_

"Good," Ronin said as he felled the last symbiote and clicked the comm panel next to him. "We'll come to you. Spider-man, check the status of the arc reactor room, then meet us at the helm."

"Aye, aye," Peter replied, glad to be given an excuse to check on Carol. Even though he knew she could handle more punishment than him, he cared about her safety. He tore down the halls, veering left and right, following the clear directions on the walls. In less than two minutes, he arrived at what used to be a heavy metal door that had been melted through. He jumped through the hole and eyed what looked like a large version of Tony Stark's heart. But he paid the device little attention, more focused on the leather-clad figure lying at it's feet. "Carol!" he shouted as he dropped to his knees beside her and immediately checked for any signs of either injury or life. Luckily he found only the latter.

"...Peter...?" she said weakly as her eyes fluttered open. "That you babbling in my ear?"

"So you looked up the definition," he replied with a smirk as he brushed a lock of her hair aside.

"...while bench-pressing half ton weights," she replied with a small smile, gingerly grabbing his hand. "That took a lot out of me...I think ... I overloaded my...my body's nervous system," she said as her head rolled to the side, "I ache all over."

"You did just absorb the equivalent of a nuclear blast," he said as he moved his arms, ready to help her to her feet. "I think you're allowed to feel a little woozy and all," he began to help her up, only to find that she couldn't support her own weight.

"I don't think I'm woozy from the reactor," she said as he felt her hand trace up his back and to the base of his neck. With one motion, she pulled his mask free from his face. "I guess Jess was right," she said as he heard the com buzz incoherently from the hall, but he paid it no attention. "I'm an idiot for putting this off for so long. Peter, I...I'm not very good with...oh to hell with it." She finished abruptly by forcing his head down and kissing him passionately. Sparks of excess energy flew from her skin ont o his, creating a sensual tingle up and down his body.

He ran his hand through her hair and over her muscled body, feeling her convulse beneath him with passion. He felt her strength begin to return to her limbs as she came to a sitting position, moving her full lips from his mouth to his neck, causing tingles to run up and down his spine. The tingles soon turned into a buzzing. A warning one.

"_Carol move!"_

"_No!"_

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"Peter!" she shouted as her eyes snapped open. She looked around. She had no idea where she was. All she could see was a half-destroyed city. No people. No traffic. No Spider-man. She was most worried about the latter as she propelled herself skywards. "Spider-man!" she shouted, receiving no reply whatsoever. A single tear fell down her face as she began to draw some conclusions in her mind. _I...I must have...did the explosion come from me?_ She thought as she cast her eyes around, desperately searching for any signs of life, or knowledge of where she was. _If he where still...he'd come at the drop of a hat. He's not the type of person to just ignore someone and..._KKKKKRRR-AAACCCKKKK!

She was blindsided by a blur of red and white motion. The force of the blow sent her crashing down to the ground. Carol tried to stand, only to find a blue-eyed blond female with a blue shirt, red skirt and red cape standing over top of her.

"_Manke ro ie'!" _the girl shouted as she demonstrated her clearly inhuman strength by lifting Carol into the air with one hand. _"Kwentra amin manke ro ie'! kwentra amin manke a' en ten' Spider-man!"_

"What...?" Carol sputtered, only recognizing the last word the girl had said as she tried to free herself.

"_Tell me what you did to him!"_ the blonde girl shouted as she wrapped her free hand around Carol's throat, "_or I will kill you."_

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_**A/N: Muhahaha! To be concluded in:**_

_**Spider-man Forever**_

_**In the meantime, catch up on some of my other Spidey adventures!**_


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